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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
January 12, 2000
USA NETWORKS, INC.
(Exact Name of Registration business as Specified in Its Charter)
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<S> <C> <C>
Delaware 0-20570 59-2712887
(State or other Jurisdiction of (I.R.S. Employer
incorporation) (Commission File Number) Identification Number)
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152 West 57th Street, New York, New York 10019
(Address, including zip code, of Principal Executive Offices)
(212) 314-7300
(Registrant's telephone number including area code)
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Item 5. Other Events.
On January 12, 2000, USA Networks, Inc. announced that it had entered
into a definitive agreement to acquire Precision Response Corporation.
The press release announcing the acquisition is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 7(c). Exhibits.
99.1 Joint press release issued by USA Networks, Inc. and Precision
Response Corporation on January 12, 2000.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunder duly authorized.
Date: January 13, 2000
USA NETWORKS, INC.
By: /s/ Thomas J. Kuhn
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Name: Thomas J. Kuhn
Title: Senior Vice President
and General Counsel
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EXHIBIT INDEX
99.1 Joint Press release issued by USA Networks, Inc. and Precision Response
Corporation on January 12, 2000.
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Exhibit 99.1
USA NETWORKS, INC. TO ACQUIRE
PRECISION RESPONSE CORPORATION
COMBINED COMPANIES TO LEAD SERVICES FIELD
NEW YORK, NY AND MIAMI, FL, JANUARY 12, 2000 - USA Networks, Inc. (NASDAQ: USAI)
and Precision Response Corporation (PRC) (NASDAQ: PRRC), a leader in outsourced
customer care for both large corporations and high-growth Internet-focused
companies, announced today that they have signed a definitive agreement whereby
USAi will acquire all of the outstanding shares of PRC in a tax-free merger
transaction. PRC will be integrated with USA Electronic Commerce and Services
(ECS), a USA company, where the combined and centrally managed teleservices
operations of PRC, Home Shopping Network and Ticketmaster will have
approximately 10,000 workstations handling over 160 million calls per year in 40
call centers throughout the world.
Under terms of the agreement, each PRC share held on the closing date of the
transaction will be exchanged for .54 of a share of USAi common stock. In
addition, if the average trading price of USAi common stock at the time of the
closing is less than $37.04, PRC would be entitled to terminate the transaction,
at which time USAi would have the option to issue additional shares to PRC
shareholders providing a value of $20.00 per share. The transaction is expected
to be accretive to USAi shareholders.
The transaction is expected to close by June 2000, and is subject to customary
regulatory approvals, including formal approval by PRC shareholders. David
Epstein, CEO of PRC, will continue in that position.
PRC, a Miami, FL-based Company, has been a leader in integrated customer care
for over 18 years providing teleservices, database management, and fulfillment
to a list of blue-chip clients. In February 1999, the company launched its
prcnetcare.comSM subsidiary dedicated to providing customer interaction services
for large corporations and high-growth Internet marketers that seek to integrate
traditional customer care activities with newer, remote electronic sales
channels. As a leader in customer care, PRC offers clients live customer
service, sales support, technical support, and customer retention programs,
including e-mail response, "click-to-talk," "click-to-chat," e-commerce
servicing and fulfillment, and other Internet-based customer interaction
services.
USA Electronic Commerce and Services delivers integrated electronic commerce
solutions with a multi-platform business to business package including
teleservices, product fulfillment, customer care, systems development, database
marketing and integrated marketing products. As the first to market with a
multimedia, e-commerce customer care solution, PRC will complement ECS's
teleservicing infrastructure and strategic direction. The newly combined entity
will set the standard for customer care in both the commerce and the traditional
service arena.
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With more than twenty years of experience in electronic retailing, USA
Electronic Commerce and Services offers businesses the combined expertise of
Ticketmaster and the Home Shopping Network, packaged into a comprehensive suite
of scalable solutions for third parties. ECS delivers the context, distribution
verticals, merchandising, database marketing, teleservicing and online customer
care, and a uniquely qualified understanding of customers' needs in the age of
convergence, all supported by the media and commerce assets of USA Networks,
Inc. Contextualized commerce, the idea that compelling content with a compatible
product, surrounded by a well serviced fulfillment infrastructure will link
products and individuals in an enduring customer relationship, is ECS' founding
principle.
"Bringing PRC's business to USA Electronic Commerce and Services, gives our
combined third-party businesses an unexpected jump start in this increasingly
significant sector. Together, these two companies will outpace the competition
in delivering a comprehensive suite of Commerce solutions to third parties,"
said Barry Baker, President and Chief Operating Officer, USAi. "When you combine
PRC, credited as the first company to ever deliver care, with ECS, and its
scalable third party services infrastructure, the partnership instantly creates
the leader in third-party business-to-business commerce."
Added Jon Miller, President and CEO of USA Electronic Commerce and Services,
"PRC has a proven track record of success based on their early understanding of
interactive customer support. The new entity will be the second largest
teleservices firm in terms of seats. We're very confident in the combined
abilities of these companies, and we believe our shareholders will agree."
"USA has always been a leader in the customer service space, and our partnership
with them allows us to grow PRC at an accelerated rate, in addition to
leveraging the combined resources of the companies. ECS' unique position, with
access to the backbone of USA's media and commerce businesses, combined with our
call servicing expertise, blue chip client list, and sales force, will create a
player unparalleled in this field," said David Epstein, Chief Executive Officer
of Precision Response Corporation.
ABOUT PRC
Precision Response Corporation (NASDAQ: PRRC) is a leader in outsourced customer
care, providing a fully-integrated mix of traditional call center and e-commerce
customer care technologies and services. The prcnetcare.comSM subsidiary
integrates interactive communications capabilities, such as telephone, e-mail
and online chat/IP telephony, to better support e-commerce and customer
relationship management. It was the first service to provide real-time live
customer support over the Internet via the "click-to-talk," "click-to-e-mail,"
and "click-to-chat" functions. PRC partners with large corporations and
high-growth Internet-focused companies, including American Express, AT&T,
priceline.com's WebHouse Club, British Airways, and DIRECTV, to help them better
develop pre- and post-sales customer relationships. Most recently, the company
was ranked #23 on
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Information Week Magazine's e-Biz 100 listing. With over 7,000 employees, the
company is headquartered in Miami, Florida.
ABOUT USAi
USA Networks, Inc. is a diversified media and electronic commerce company with
assets that include the following: USA Network; SCI FI Channel; Studios USA; USA
Films; USA Broadcasting; Home Shopping Network; Ticketmaster; USA Electronic
Commerce and Services and USA Networks Interactive, which includes the Hotel
Reservations Network, SCIFI.com, USAnetwork.com and the Internet Shopping
Network, whose primary services are FirstAuction.com and FirstJewelry.com. The
company also owns a controlling interest in Ticketmaster Online-CitySearch,
Inc., (NASDAQ: TMCS) a leading internet provider of local content and online
transactions.
EDITOR'S NOTE: Executives from USA Networks, Inc. and Precision Response will be
available to discuss the acquisition with financial analysts on a conference
call today at 11:00 a.m.ET. Interested media may listen in on the call.
Contact:
USA Networks, Inc.
Media:
Adrienne Becker, 212/314-7254
Investors
Roger Clark, 212/314-7400
or
Precision Response Corporation
Media
Alicia Miyares, 305/816-4224
Investors
Paul M. O'Hara, 305/816-4603
