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)
Charles Y. Tanabe, Esq. Pamela S. Seymon, Esq. Karen Randall, Esq.
Senior Vice President Wachtell, Lipton, Rosen Universal Studios, Inc.
and General Counsel & Katz 100 Universal City Plaza
Liberty Media Corporation 51 West 52nd Street Universal City, CA 91608
Englewood, CO 80112 New York, NY 10019 (818) 777-1000
(720) 875-5400 (212) 403-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 19, 1999
(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(e), 13d-1(f) or 13d-1(g), check
the following box. [_]
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. 5 of the Report on Schedule
13D of the reporting group consisting of Tele-Communications, Inc. (replaced,
pursuant to this amendment, as a member of the reporting group by Liberty Media
Corporation), Barry Diller, The Seagram Company Ltd., Universal Studios, Inc.
and the BDTV Entities. This statement also constitutes Amendment No. 17 and the
final amendment of a Report on Schedule 13D of Tele-Communications, Inc., the
initial filing of a Report on Schedule 13D of Liberty Media Corporation,
Amendment No. 15 of a Report on Schedule 13D of Barry Diller, Amendment No. 5 of
a Report on Schedule 13D of The Seagram Company Ltd. and Universal Studios,
Inc., Amendment No. 11 of a Report on Schedule 13D of BDTV INC., Amendment No. 9
of a Report on Schedule 13D of BDTV II INC., Amendment No. 6 of a Report on
Schedule 13D of BDTV III INC. and Amendment No. 5 of a Report on Schedule 13D of
BDTV IV INC.
Page 1 of 32 Pages
<PAGE>
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Tele-Communications, Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(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 Item 2
(8) Shared Voting Power None; see Item 2
(9) Sole Dispositive Power None; see Item 2
(10) Shared Dispositive Power None; see Item 2
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person None; see Item 2
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
(13) Percent of Class Represented by Amount in Row (11) 0%
(14) Type of Reporting Person (See Instructions)
CO
Page 2 of 32 Pages
<PAGE>
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Liberty Media Corporation
(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 65,258,282 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 65,258,282 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 65,258,282 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
Liberty, Seagram (other than Mr. Diller) and Universal. Excludes options to
purchase an aggregate of 10,430,000 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 Liberty, (ii) 141,080,765 shares of Common Stock or Class B Common
Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 22,887,344 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) 35.9%
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 15,101,694 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 75.0% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 3 of 32 Pages
<PAGE>
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above 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
WC; OO
(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 65,258,282 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 65,258,282 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 65,258,282 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
Liberty, Seagram (other than Mr. Diller) and Universal. Excludes options to
purchase an aggregate of 10,430,000 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 Liberty, (ii) 141,080,765 shares of Common Stock or Class B Common
Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 22,887,344 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) 35.9%
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 15,101,694 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 75.0% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 4 of 32 Pages
<PAGE>
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above 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
WC; OO
(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 65,258,282 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 65,258,282 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 65,258,282 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
Liberty, Seagram (other than Mr. Diller) and Universal. Excludes options to
purchase an aggregate of 10,430,000 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 Liberty, (ii) 141,080,765 shares of Common Stock or Class B Common
Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 22,887,344 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) 35.9%
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 15,101,694 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 75.0% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 5 of 32 Pages
<PAGE>
(1) Names of Reporting Persons
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
Not Applicable
(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 65,258,282 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 65,258,282 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 65,258,282 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
Liberty, Seagram (other than Mr. Diller) and Universal. Excludes options to
purchase an aggregate of 10,430,000 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 Liberty, (ii) 141,080,765 shares of Common Stock or Class B Common
Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 22,887,344 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) 35.9%
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 15,101,694 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 75.0% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
IN
Page 6 of 32 Pages
<PAGE>
(1) Names of Reporting Persons
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
Not Applicable
(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 65,258,282 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 65,258,282 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 65,258,282 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
Liberty, Seagram (other than Mr. Diller) and Universal. Excludes options to
purchase an aggregate of 10,430,000 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 Liberty, (ii) 141,080,765 shares of Common Stock or Class B Common
Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 22,887,344 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) 35.9%
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 15,101,694 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 75.0% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 7 of 32 Pages
<PAGE>
(1) Names of Reporting Persons
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
Not Applicable
(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 65,258,282 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 65,258,282 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 65,258,282 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
Liberty, Seagram (other than Mr. Diller) and Universal. Excludes options to
purchase an aggregate of 10,430,000 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 Liberty, (ii) 141,080,765 shares of Common Stock or Class B Common
Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 22,887,344 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) 35.9%
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 15,101,694 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 75.0% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 8 of 32 Pages
<PAGE>
(1) Names of Reporting Persons
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
Not Applicable
(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 65,258,282 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 65,258,282 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 65,258,282 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
Liberty, Seagram (other than Mr. Diller) and Universal. Excludes options to
purchase an aggregate of 10,430,000 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 Liberty, (ii) 141,080,765 shares of Common Stock or Class B Common
Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 22,887,344 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) 35.9%
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 15,101,694 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 75.0% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 9 of 32 Pages
<PAGE>
(1) Names of Reporting Persons
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
Not Applicable
(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 65,258,282 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 65,258,282 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 65,258,282 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
Liberty, Seagram (other than Mr. Diller) and Universal. Excludes options to
purchase an aggregate of 10,430,000 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 Liberty, (ii) 141,080,765 shares of Common Stock or Class B Common
Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 22,887,344 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) 35.9%
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 15,101,694 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 75.0% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 10 of 32 Pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement of
TELE-COMMUNICATIONS, INC.,
LIBERTY MEDIA CORPORATION,
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")
(replaced, pursuant to this amendment, as a member of the Reporting Group by
Liberty Media Corporation, a Delaware corporation ("Liberty")), 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"), and (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. 5 to the Reporting Group Schedule 13D, Amendment No. 17 and the final
amendment to the TCI Schedule 13D, the original filing of a Report on Schedule
13D of Liberty (the "Liberty Schedule 13D"), Amendment No. 15 to the Barry
Diller Schedule 13D, Amendment No. 5 to the Universal Schedule 13D, Amendment
No. 11 to the BDTV Schedule 13D, Amendment No. 9 to the BDTV II Schedule 13D,
Amendment No. 6 to
Page 11 of 32 Pages
<PAGE>
the BDTV III Schedule 13D and Amendment No. 5 to the BDTV IV Schedule 13D. The
Reporting Group Schedule 13D, the TCI Schedule 13D, the Liberty 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 and the BDTV IV
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.
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.
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 24.6% 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 13.9% of the Seagram Common Shares; trusts for the benefit of
Charles R. Bronfman and his descendants own directly approximately 9.5% of the
Seagram Common Shares; trusts for the benefit of the family of the late Minda de
Gunzberg and members of her immediate family own 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 0.8% of the
Seagram Common Shares; another charitable foundation of which Charles R.
Bronfman is among the directors owns approximately 0.01% 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 and Edgar M. Bronfman, Charles R. Bronfman and their respective spouses
and children own directly approximately 0.01% 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 0.9% 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 10, 1999 (as adjusted to give effect to the
public offering by Seagram of 29,000,000 Seagram Common Shares consummated on
June 21, 1999).
Edgar M. Bronfman is Chairman of the Board of Seagram and a director of
Seagram. Charles R. Bronfman is Co-Chairman of the Board of Seagram and Chairman
of the Executive
Page 12 of 32 Pages
<PAGE>
Committee of Seagram and a director of Seagram. Edgar M. Bronfman, Charles R.
Bronfman and the late Minda de Gunzburg are siblings.
Pursuant to a voting trust agreement, Charles R. Bronfman serves as voting
trustee for Seagram Common Shares beneficially owned directly or indirectly by
Bronfman Associates, the aforesaid trusts for the benefit of Edgar M. Bronfman
and his descendants, the aforesaid trusts for the benefit of Charles R. Bronfman
and his descendants and the first two of the three aforesaid charitable
foundations. Pursuant to another voting trust agreement, Edgar M. Bronfman and
Charles R. Bronfman are among the voting trustees for Seagram Common Shares
beneficially owned directly or indirectly by trusts for the benefit of the
family of the late Minda de Gunzburg and members of her immediate family.
Neither voting trust agreement contains restrictions on the right of the voting
trustees to vote the deposited Seagram Common Shares.
The information contained in Schedule 1 of the Schedule 13D is hereby
amended as set forth in Schedule 1 attached hereto. During the last five
years, neither Universal, Seagram nor any of the persons named on Schedule 1
(the "Schedule 1 Persons") (to the knowledge of Universal or Seagram) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). During the last five years, neither Universal,
Seagram nor any of the Schedule 1 Persons (to the knowledge of Universal or
Seagram) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
On March 9, 1999, AT&T Corp. ("AT&T") acquired all of the outstanding
common stock of TCI through a merger of TCI with and into a wholly owned
subsidiary of AT&T. As a result of this merger and the governance provisions
described below, neither AT&T nor TCI is deemed to be the beneficial owner of
the securities of the Company held by Liberty. Accordingly, as a result of the
AT&T/TCI merger, Liberty is the beneficial owner of such securities and TCI will
no longer constitute a Reporting Person with respect to the Company.
Liberty's principal business address is 9197 South Peoria Street,
Englewood, Colorado 80112. The Liberty Media Group (the "Liberty Media Group"),
which is a "tracking stock" group of AT&T and principally consists of the assets
and business of Liberty and its subsidiaries as well as certain other indirect
subsidiaries of AT&T which have assets and businesses related to those of
Liberty, is engaged in (i) the production, acquisition and distribution through
all available formats and media of branded entertainment, educational and
informational programming and software, including multimedia products; (ii)
electronic retailing, direct marketing, advertising sales related to programming
services, infomercials and transaction processing; (iii) international cable
television distribution, telephony and programming; (iv) satellite
communications and (v) investments in wireless domestic telephony and other
technology ventures.
The members of the Board of Directors and executive officers of Liberty
manage the business and affairs of Liberty. Although Liberty is an indirect
wholly owned subsidiary of
Page 13 of 32 Pages
<PAGE>
AT&T, a majority of Liberty's Board of Directors consists of individuals
designated by TCI prior to the acquisition of TCI by AT&T. If these individuals
or their designated successors cease to constitute a majority of Liberty's
Board, Liberty will transfer all of its assets and businesses to a new entity.
Although the outstanding equity interests of this new entity would be owned
substantially by AT&T, it would continue to be managed by the management of
Liberty that existed prior to such transfer of assets.
Schedule 3 attached to this Schedule 13D contains the following information
concerning each director, executive officer and controlling person of Liberty:
(i) the name and residence or business address, (ii) the principal occupation or
employment; and (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted.
Schedule 3 is incorporated herein by reference. To the knowledge of Liberty,
each of the persons named on Schedule 3 (the "Schedule 3 Persons") is a United
States citizen, except for David J.A. Flowers, who is a Canadian citizen. During
the last five years, neither Liberty nor any of the Schedule 3 Persons (to the
knowledge of Liberty) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, neither
Liberty nor any of the Schedule 3 Persons (to the knowledge of Liberty) has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Schedule 4 attached to this Schedule 13D contains the following information
which has been provided to Liberty by AT&T concerning each director, executive
officer or controlling person of AT&T: (i) the name and residence or business
address, (ii) the principal occupation or employment; and (iii) the name,
principal business and address of any corporation or other organization in which
such employment is conducted. Schedule 4 is incorporated herein by reference.
Based upon information provided to Liberty by AT&T, (i) to the knowledge of
AT&T, each of the persons named on Schedule 4 (the "Schedule 4 Persons") is a
United States citizen, (ii) during the last five years, neither AT&T nor any of
the Schedule 4 Persons (to the knowledge of AT&T) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), and
(iii) during the last five years, neither AT&T nor any of the Schedule 4 Persons
(to the knowledge of AT&T) has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. Source of Funds or other Consideration
The information contained in Item 3 of this amendment to the Schedule 13D
is hereby amended and supplemented by adding the information set forth in Item 5
of this Schedule 13D, which is hereby incorporated by reference herein.
Page 14 of 32 Pages
<PAGE>
ITEM 4. Purpose of the Transactions
With respect to the preemptive right transactions summarized in Item 5
below, the purpose of the transactions is for Universal or Liberty, as the case
may be, to maintain, after an issuance event, the respective percentage
ownership interests in the Company which they held prior to an issuance of stock
by the Company. These transactions are effected pursuant to the Investment
Agreement, previously filed as an exhibit hereto. The Investment Agreement
provides that each of Universal and Liberty has a preemptive right, at an
exercise price equal to the issue price for the event to which such preemptive
right relates. Under the Investment Agreement, the Company may aggregate such
issuances until they total at least 1% of the Company's fully-converted
capitalization. As a result, at the time Universal and Liberty exercise their
respective preemptive rights with respect to a particular event, the market
price of the Company's Common Stock may be higher or lower than the exercise
price.
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:
On May 28, 1999, Universal acquired 600,000 shares of Common Stock in
connection with the merger of OFI Holdings, Inc. ("OFI") with and into Flick
Merger Corp., a wholly owned subsidiary of the Company (the "OFI Merger
Transaction"). Universal acquired 300,000 of such shares of Common Stock in
consideration of its 54.6% interest in OFI. Universal acquired the other 300,000
shares of Common Stock for an aggregate consideration of $12,000,000, or $40.00
per share, which cash proceeds the Company used to purchase the remaining 45.4%
interest in OFI from the OFI shareholders other than Universal. The $12,000,000
due the Company from Universal in connection with the foregoing purchase was
drawn from the working capital of Universal.
As provided in the Investment Agreement, each of Universal and Liberty has
been granted a preemptive right with respect to issuances of the Company's
capital stock, subject to certain limitations, to maintain the percentage
ownership in the Company that each had immediately prior to such issuances. In
accordance with the foregoing, each of Universal and Liberty has exercised
preemptive rights to acquire Company capital stock as follows: (a) with respect
to the issuance of Common Stock in connection with option exercises and related
events between June 11, 1998 and May 31, 1999 (i) on July 19, 1999, Universal
acquired 7,390,876 LLC Shares for an aggregate consideration of $242,272,915.28,
or $32.78 per share and (ii) on July 19, 1999, Liberty acquired 3,479,486 shares
of Common Stock for an aggregate consideration of $114,057,551.08, or $32.78 per
share; and (b) with respect to the issuance of 600,000 shares of Common Stock to
Universal in connection with the OFI Merger Transaction, (i) on July 19, 1999,
Liberty acquired 159,159 shares of Common Stock for an aggregate consideration
of $6,248,582.34, or $39.26 per share. The aggregate amount due the Company from
Universal in connection with the foregoing purchase 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 15 of 32 Pages
<PAGE>
The Company has informed the Reporting Group that as of June 30, 1999,
there were 131,471,584 shares of Common Stock outstanding and 31,516,726 shares
of Class B Common Stock outstanding. The Reporting Group beneficially owns
65,258,282 shares of Common Stock, representing approximately 35.9% 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 options currently exercisable or
exercisable within 60 days of June 30, 1999 to purchase 15,101,694 shares of
Common Stock held by Mr. Diller. In addition, (i) Universal beneficially owns
141,080,765 LLC Shares exchangeable for 73,285,000 shares of Class B Common
Stock and 67,795,765 shares of Common Stock and (ii) Liberty beneficially owns
22,887,344 LLC Shares exchangeable for 22,887,344 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 amended by
the Investment Agreement, 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.
Pamela S. Cherney, Treasurer of Universal, beneficially owns and has sole
voting and dispositive power over 100 shares of Common Stock, representing less
than .01% of the outstanding shares of Common Stock.
Each Reporting Person disclaims beneficial ownership of the shares of
Common Stock beneficially owned by each of the other Reporting Persons.
ITEM 7. Material to be Filed as Exhibits
The information contained in Item 7 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
The following document is filed as an exhibit to this statement:
41. Fifth Amended and Restated Joint Filing Agreement by and among
Tele-Communications, Inc., Liberty Media Corporation, Barry Diller, Universal
Studios, Inc., The Seagram Company Ltd., BDTV INC., BDTV II INC., BDTV III
INC. and BDTV IV INC, dated as of July 19, 1999.
Page 16 of 32 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information in this statement
is true, complete and correct.
Dated: July 19, 1999
TELE-COMMUNICATIONS, INC.
By: /s/ Derek Chang
------------------------------
Name: Derek Chang
Title: Executive Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
------------------------------
Name: Charles Y. Tanabe
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., BDTV IV INC.
By: /s/ Barry Diller
-----------------------------
Name: Barry Diller
Title: President
Page 17 of 32 Pages
<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./*/
Page 18 of 32 Pages
<PAGE>
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./*/
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./*/
Page 19 of 32 Pages
<PAGE>
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./*/
41. Fifth Amended and Restated Joint Filing Agreement by and among
Tele-Communications, Inc., Liberty Media Corporation, Barry Diller,
Universal Studios, Inc., The Seagram Company Ltd., BDTV INC., BDTV II INC.,
BDTV III INC. and BDTV IV INC, dated as of July 19, 1999.
/*/ Previously filed.
Page 20 of 32 Pages
<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>
<S> <C> <C>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
EDGAR BRONFMAN, JR.* Chief Executive Officer and United States
375 Park Avenue President of Seagram and Chairman
New York, New York 10152 of the Executive Committee of
Universal
SAMUEL BRONFMAN II* President of Seagram Chateau & United States
2600 Campus Drive Estate Wines Company (a division of
Suite 160 a subsidiary of Seagram)
San Mateo, CA 94403
DANIEL R. PALADINO* Executive Vice President, Legal and United States
375 Park Avenue Environmental Affairs of Seagram
New York, New York 10152
ROBERT W. MATSCHULLAT* Vice Chairman and Chief Financial United States
375 Park Avenue Officer of Seagram
New York, New York 10152
YASUO NAKAMURA* General Manager, Matsushita Japan
Entertainment & Media Liaison
Office at Universal
RON MEYER* President and Chief Operating United States
Officer of Universal
BRIAN C. MULLIGAN* Executive Vice President, Operations United States
and Financial of Universal
CATHY A. NICHOLS Executive Vice President of United States
Universal
Page 21 of 32 Pages
<PAGE>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
HELLENE S. RUNTAGH Executive Vice President of United States
Universal
KAREN RANDALL* Senior Vice President and General United States
Counsel of Universal
KENNETH L. KAHRS Senior Vice President, Human United States
Resources of Universal
DEBORAH S. ROSEN Senior Vice President, Corporate United States
Communications and Public Affairs
of Universal
JAY E. SHECTER Vice President, Strategic Sourcing of Canada
Universal
PAUL BUSCEMI Vice President, Tax of Joseph E. United States
800 Third Avenue Seagram & Sons, Inc. and Vice
New York, New York 10022 President of Universal
MAREN CHRISTENSEN Vice President of Universal United States
H. STEPHEN GORDON Vice President of Universal United States
LARRY KURZWEIL Vice President of Universal United States
MARC PALOTAY Vice President of Universal United States
JOHN R. PRESTON Vice President and Treasurer of United States
Seagram and Vice President of
Universal
TERRY A. REAGAN Vice President and Controller United States
of Universal
Page of 22 of 32 Pages
<PAGE>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
MARK A. WOOSTER Vice President of Universal United States
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
375 Park Avenue, New York, New York 10152.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
EDGAR M. BRONFMAN* Chairman of the Board of Seagram United States
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 Beverage
San Mateo, CA 94403 Company (each a division of Joseph
E. Seagram & Sons, Inc., a subsidiary
of Seagram)
Page 23 of 32 Pages
<PAGE>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
MATTHEW W. BARRETT, Chairman of the Board Canada
O.C.* of Bank of Montreal (a
First Bank Tower financial institution)
68th Floor
First Canadian Place
100 King Street West
Toronto, Ontario M5X 1A1
LAURENT BEAUDOIN, C.C.* Chairman of the Board and of Canada
800 Rene-Levesque Blvd. West the Executive Committee of
30th Floor Bombardier Inc. (a transportation,
Montreal, Quebec aerospace and motorized products company)
Canada H3B 1Y8
CORNELIS BOONSTRA Chairman of the Board of The Netherlands
Rembrandt Tower Management and President of
Amstelplein 1, 24th Floor Koninklijke Philips Electronics, N.V.
1096 HA Amsterdam (an electronics company)
The Netherlands
RICHARD H. BROWN Chairman of the Board and United States
5400 Legacy Drive Chief Executive Officer of
Plano, Texas 75024-3199 Electronic Data Systems Corporation
(an information technology company)
THE HON. WILLIAM G. Counsel to Tory Tory DesLauriers & Canada
DAVIS, P.C., C.C., Binnington (attorneys)
Q.C.*
Suite 3000, Aetna Tower
79 Wellington Street West
Toronto, Ontario
Canada M5K 1N2
ANDRE DESMARAIS* President and Co-Chief Executive Canada
751 Victoria Square Officer of Power Corporation of
Montreal, Quebec Canada (a holding and management
Canada H2Y 2J3 company)and Deputy Chairman of
Power Financial Corporation
Page 24 of 32 Pages
<PAGE>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
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* Corporate Director United States
DAVID L. JOHNSTON, Professor, University of Waterloo Canada
C.C.*
Needles Hall
200 University Avenue West
Waterloo, Ontario
Canada N2L 3G1
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 Financial United States
Officer of Seagram
SAMUEL MINZBERG* President and Chief Executive Canada
1170 Peel Street Officer of Claridge Inc. (a
8th Floor management company)
Montreal, Quebec
Canada H2B 4P2
Page 25 of 32 Pages
<PAGE>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
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 Seagram United States
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 and United States
Environmental Affairs of Seagram
TOD R. HULLIN Senior Vice President, Corporate United States
Communications and Public Affairs
of 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.)
JOHN R. PRESTON Vice President and Treasurer of Seagram United States
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 and
the trustees of the third charitable foundation include Edgar M. Bronfman,
Charles
Pages 26 of 32 Pages
<PAGE>
R. Bronfman, Samuel Bronfman II, Edgar Bronfman, Jr., Robert W. Matschullat and
Daniel R. Paladino. 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.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
MATTHEW BRONFMAN Chief Executive Officer of Perfumes United States
30 West 26th Street Isabell, L.L.C. (a perfume company)
2nd Floor
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 Private Investor Canada
HAUPTMAN
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 Simpson
New York, NY 10017 Thacher & Bartlett (attorneys)
MAYO O. SHATTUCK III Co-Chairman and Co-Chief United States
Alex Brown Incorporated Operating Officer of BT Alex. Brown
1 South Street Incorporated (investment bankers)
Baltimore, MD 21202
JOHN L. WEINBERG Senior Chairman of Goldman, Sachs United States
85 Broad Street & Co. (investment bankers)
New York, NY 10004
ROBERT S. VINEBERG Partner of Goodman Phillips & Canada
1501 McGill College Avenue Vineberg (barristers and solicitors)
26th Floor
Montreal, Quebec
Canada H3A 3N9
Page 27 of 32
<PAGE>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
GARY J. GARTNER Resident Counsel of Goodman Canada
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, NY 10022
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 of Barbados
Sunset Drive Canada Financial Corporation (a
Pine Gardens 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 of
New York, NY 10022 First Spring Corporation (an
investment company)
Page 28 of 32 Pages
<PAGE>
Name and Business Address Principal Occupation or Employment Citizenship
- ------------------------- ---------------------------------- -----------
LEONARD M. NELSON Shareholder of Bernstein, Shur, United States
100 Middle Street Sawyer & Nelson, P.C. (attorneys)
Portland, ME 04104
</TABLE>
SCHEDULE 3
The name and present principal occupation or employment of each
director and executive officer of Liberty are set forth below. The business
address for each person listed below is c/o Liberty Media Corporation, 9197
South Peoria Street, Englewood, Colorado 80112. All executive officers and
directors listed on this Schedule 3 are United States citizens, except for
David J.A. Flowers, who is a Canadian citizen.
<TABLE>
<CAPTION>
<S> <C>
Name Principal Occupation or Employment
- ---- ----------------------------------
JOHN C. MALONE Chairman of the Board and Director of
Liberty; Director of AT&T
ROBERT R. BENNETT President, Chief Executive Officer and
Director of Liberty
GARY S. HOWARD Executive Vice President, Chief Operating
Officer and Director of Liberty
LEO J. HINDERY, JR. Director of Liberty; President and Chief
Executive Officer, AT&T Broadband and
Internet Services
DANIEL E. SOMERS Director of Liberty; Senior Executive Vice
President and Chief Financial Officer of
AT&T
JOHN C. PETRILLO Director of Liberty; Executive Vice President,
Corporate Strategy and Business Development
of AT&T
LARRY E. ROMRELL Director of Liberty; Consultant to TCI
JEROME H. KERN Director of Liberty; Chairman of Linkshare
Corporation
Page 29 of 32 Pages
<PAGE>
Name Principal Occupation or Employment
- ---- ----------------------------------
PAUL A. GOULD Director of Liberty; Managing Director of
Allen & Co.
DAVID B. KOFF Senior Vice President and Assistant Secretary
of Liberty
CHARLES Y. TANABE Senior Vice President, General Counsel and
Assistant Secretary of Liberty
PETER ZOLINTAKIS Senior Vice President of Liberty
VIVIAN J. CARR Vice President and Secretary of Liberty
KATHRYN S. DOUGLASS Vice President and Controller of Liberty
DAVID J.A. FLOWERS Vice President and Treasurer of Liberty
</TABLE>
Page 30 of 32 Pages
<PAGE>
SCHEDULE 4
The name and present principal occupation or employment of each
director and executive officer of AT&T are set forth below. The business
address for each person listed below is c/o AT&T Corp., 295 North Maple
Avenue, Basking Ridge, New Jersey 07920. All executive officers and
directors listed on this Schedule 4 are United States citizens.
<TABLE>
<CAPTION>
<S> <C>
Name Principal Occupation or Employment
- ---- ----------------------------------
C. MICHAEL ARMSTRONG Chairman of the Board, Chief Executive
Officer and Director
KENNETH T. DERR Director; Chairman and Chief Executive
Officer of Chevron Corporation
M. KATHRYN EICKHOFF Director; President of Eickhoff Economics,
Inc.
WALTER Y. ELISHA Director; Retired Chairman and Chief
Executive Officer of Springs Industries, Inc.
GEORGE M. C. FISHER Director; Chairman and Chief Executive
Officer of Eastman Kodak Company
DONALD V. FITES Director; Chairman, Retired - Caterpillar, Inc.
RALPH S. LARSEN Director; Chairman and Chief Executive
Officer of Johnson & Johnson
JOHN C. MALONE Director; Chairman of the Board of Liberty
DONALD F. McHENRY Director; President of IRC Group
MICHAEL I. SOVERN Director; President Emeritus and Chancellor
Kent Professor of Law at Columbia University
SANFORD I. WEILL Director; Chairman and Co-CEO of Citigroup
Inc.
THOMAS H. WYMAN Director; Senior Advisor of SBC Warburg, Inc.
JOHN D. ZEGLIS President and Director
HAROLD W. BURLINGAME Executive Vice President, Merger & Joint
Venture Integration
JAMES CICCONI Executive Vice President-Law &
Governmental Affairs and General Counsel
Page 31 of 32 Pages
<PAGE>
Name Principal Occupation or Employment
- ---- ----------------------------------
MIRIAN GRADDICK Executive Vice President, Human Resources
DANIEL R. HESSE Executive Vice President and President &
CEO, AT&T Wireless Services, Inc.
LEO J. HINDERY, JR. President and Chief Executive Officer, AT&T
Broadband and Internet Services
FRANK IANNA Executive Vice President and President, AT&T
Network Services
MICHAEL G. KEITH Executive Vice President and President, AT&T
Business Services
H. EUGENE LOCKHART Executive Vice President and President, AT&T
Consumer Services
RICHARD J. MARTIN Executive Vice President, Public Relations and
Employee Communication
DAVID C. NAGEL President, AT&T Labs & Chief Technology
Officer
JOHN C. PETRILLO Executive Vice President, Corporate Strategy
and Business Development
RICHARD ROSCITT Executive Vice President and President &
CEO, AT&T Solutions
DANIEL E. SOMERS Senior Executive Vice President and Chief
Financial Officer
</TABLE>
Page 32 of 32 Pages
FIFTH AMENDED AND RESTATED JOINT FILING AGREEMENT
FIFTH AMENDED AND RESTATED JOINT FILING AGREEMENT, dated as of July 19,
1999, by and among Tele-Communications, Inc., a Delaware corporation ("TCI"),
Liberty Media Corporation, a Delaware corporation ("Liberty"), Barry Diller,
Universal Studios, Inc., a Delaware corporation ("Universal"), The Seagram
Company Ltd., a Canada corporation ("Seagram"), BDTV INC., a Delaware
corporation, BDTV II INC., a Delaware corporation, BDTV III INC., a Delaware
corporation and BDTV IV INC., a Delaware corporation.
WHEREAS, each of Liberty, Barry Diller, Universal, Seagram, BDTV INC., BDTV
II INC., BDTV III INC. and BDTV IV INC. beneficially owns shares of common stock
or options to purchase shares of common stock, or shares of Class B Common Stock
or securities convertible into or exchangeable for common stock or Class B
Common Stock (collectively, the "Company Securities") of USA Networks, Inc.
(formerly HSN, Inc.), a Delaware corporation;
WHEREAS, TCI no longer beneficially owns any Company Securities;
WHEREAS, Liberty, Barry Diller, Universal, Seagram, BDTV INC., BDTV II
INC., BDTV III INC. and BDTV IV INC. constitute a "group" with respect to the
beneficial ownership of the Company Securities for purposes of Rule 13d-1 and
Schedule 13D promulgated by the Securities and Exchange Commission; and
WHEREAS, TCI, Barry Diller, Universal, Seagram, BDTV INC., BDTV II INC.,
BDTV III INC. and BDTV IV INC. have previously entered into the Fourth Amended
and Restated Joint Filing Agreement, dated as of February 23, 1998, pursuant to
which the parties thereto agreed to prepare a single statement containing the
information required by Schedule 13D with respect to their respective interests
in the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. Liberty, Barry Diller, Universal, Seagram, BDTV INC., BDTV II INC., BDTV
III INC. and BDTV IV INC. (collectively, the "Reporting Group") shall prepare a
single statement containing the information required by Schedule 13D with
respect to their respective interests in the Company Securities (the "Reporting
Group Schedule 13D"), and the Reporting Group Schedule 13D shall be filed on
behalf of each of them.
2. Each member of the Reporting Group shall be responsible for the timely
filing of the Reporting Group Schedule 13D and any necessary amendments thereto,
and for the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning any other party contained therein, except
to the extent that he or it knows or has reason to believe that such information
is inaccurate.
3. TCI shall be released from and shall have no further obligations under
this Fifth Amended and Restated Joint Filing Agreement.
4. This Agreement shall continue unless terminated by any party hereto.
5. Charles Y. Tanabe, Pamela S. Seymon and Karen Randall
shall be designated as the persons authorized to receive notices and
communications with respect to the Reporting Group Schedule 13D and any
amendments thereto.
6. This Agreement may be executed in counterparts, each of
which taken together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
TELE-COMMUNICATIONS, INC.
By: /s/ Derek Chang
--------------------------
Name: Derek Chang
Title: Executive Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
---------------------------
Name: Charles Y. Tanabe
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., BDTV IV, INC.
By: /s/ Barry Diller
---------------------------
Name: Barry Diller
Title: President
