UNITED VIDEO SATELLITE GROUP INC
8-K, 1998-08-03
CABLE & OTHER PAY TELEVISION SERVICES
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               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):
                          July 28, 1998



               UNITED VIDEO SATELLITE GROUP, INC.
       (Exact Name of Registrant as Specified in Charter)


    Delaware                0-22662               73-129412
(State or Other           (Commission           (IRS Employer
Jurisdiction of           File Number)        Identification No.)
  Incorporation)

  7140 South Lewis Avenue, Tulsa, Oklahoma        74136-5422
   (Address of Principal Executive Office)         (Zip code)



                         (918) 488-4000
      (Registrant's telephone number, including area code)



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<PAGE>





ITEM 5.   OTHER EVENTS

     On July 28, 1998, the  stockholders of United Video Satellite  Group,  Inc.
(the  "Company")   approved  the  proposal  to  amend  the  Company's   Restated
Certificate  of  Incorporation  to increase the number of  authorized  shares of
Class A  Common  Stock  and  Class B  Common  Stock to  650,000,000  shares  and
300,000,000  shares,  respectively.  The  increase  in the number of  authorized
shares will allow the Company to complete its  previously  announced two for one
split of its Class A and Class B Common  Stock,  which will be  effected  in the
form of a  dividend  of one  additional  share of Class A Common  Stock for each
share of Class A Common Stock  outstanding  and one additional  share of Class B
Common  Stock for each share of Class B Common Stock  outstanding  on August 20,
1998, to holders of record on August 10, 1998.

     A copy of the Company's press release on this matter is attached.



ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     c.   Exhibits

          99.  Press Release, dated July 28, 1998


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<PAGE>





                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                              UNITED VIDEO SATELLITE GROUP, INC.



DATE:  July 28, 1998            By:    /s/ Peter C. Boylan III
                                   ------------------------------
                                        Peter C. Boylan III
                                            President and
                                       Chief Operating Officer



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<PAGE>




                                                                      EXHIBIT 99
                                                                      ----------



                                  NEWS RELEASE
                          UNITED VIDEO SATELLITE GROUP
                          ----------------------------
                              7140 S. Lewis Avenue
                           Tulsa, Oklahoma 74136-5422
                                 (918) 488-4000



FOR IMMEDIATE RELEASE
- ---------------------
July 28, 1998
Contact:  Pete Boylan or Craig Waggy 918-488-4000



        UVSG ANNOUNCES DATES FOR TWO FOR ONE STOCK SPLIT



Tulsa, OK - United Video Satellite Group,  Inc. (United Video or UVSG) announced
today that the previously announced two for one split of its Class A and Class B
Common Stock will be effected in the form of a stock  dividend of one additional
share of common stock for each share  outstanding  on August 20, 1998 to holders
of record on August 10, 1998.

United Video Satellite Group provides satellite-delivered video, audio, data and
program  promotion  services to multi-channel  video  providers,  satellite dish
owners, radio stations and private network users throughout the world as well as
systems integration  services to corporate America and the federal government in
locations throughout the United States. For current information about the United
Video Satellite Group of companies,  please access the  organization's  Internet
home page at www.uvsg.com.  Headquartered in Tulsa, Oklahoma, UVSG trades on The
Nasdaq Stock Market under the symbol UVSGA.




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