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):
June 11, 1998
UNITED VIDEO SATELLITE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22662 73-1290412
(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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ITEM 5. OTHER EVENTS
On June 11, 1998, United Video Satellite Group, Inc. and The News
Corporation Limited announced the signing of a definitive agreement
whereby News Corporation's TV Guide properties (including TV Guide
magazine, the TVGEN entertainment web site and the soon to be acquired
cable guide publisher TVSM) will be combined with United Video to
create a platform for offering television guide services to consumers
and advertisers. The transaction is further described in the press
release dated June 11, 1998, which is attached as Exhibit 99 to this
report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c. Exhibits
99. Press Release, dated June 11, 1998
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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: June 17, 1998 By: /s/ Peter C. Boylan III
-----------------------------
Peter C. Boylan III
President and
Chief Operating Officer
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Exhibit 99
FOR IMMEDIATE RELEASE
Contacts:
United Video Satellite Group, Inc. News Corp.
Scott Knowles Reed Nolte, Investor Relations
918-488-4902 212-852-7092
Jim Platt, Press Inquiries
212-852-7083
NEWS CORPORATION'S TV GUIDE TO BE COMBINED WITH
UNITED VIDEO SATELLITE GROUP
United Video to Offer Worldwide Platform for
Television Guide Services
Tulsa, OK/New York, NY, June 11, 1998 -- United Video Satellite Group,
Inc. (United Video) (NASDAQ: UVSGA) and The News Corporation Limited
(News Corp.) (NYSE: NWS) today announced the signing of a definitive
agreement whereby News Corporation's TV Guide properties (including TV
Guide magazine, the TVGEN entertainment web site and the soon to be
acquired cable guide publisher TVSM) will be combined with United Video
to create a platform for offering television guide services to
consumers and advertisers.
As part of this combination, a unit of News Corp. will receive
approximately $2 billion in consideration consisting of $800 million in
cash and approximately $1.2 billion in United Video stock. United
Video will issue 30 million shares of common stock, including
11,251,706 shares of class A common stock and 18,748,294 shares of
class B common stock, not subject to adjustment. As a result of the
transaction, and certain other pending transactions, News Corp. will
own on an economic basis approximately 40% of United Video, with TCI
Ventures Group (NASDAQ: TCIVA) and Liberty Media Corporation (NASDAQ:
LBTYA) owning approximately 44%, and public stockholders owning
approximately 16%. Following the transaction, News Corp. and the
combination of TCI Ventures Group/Liberty Media Corporation will each
have approximately 48% of the voting power of the outstanding stock.
TV Guide Magazine is the country's largest-selling weekly magazine with
a circulation of approximately 13 million. As the premiere print
television guide it offers comprehensive, accurate listings nationwide,
including cable and satellite guides, as well as geographic and cable
system specific editions. Additionally, News Corporation recently
signed a letter of intent to acquire privately held TVSM, a cable and
satellite television program guide publisher in a transaction which is
expected to close shortly. TV Guide magazine, TVSM and the TVGEN
entertainment web site constitute the TV Guide properties being
combined with United Video.
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United Video's Prevue Networks is a leading electronic television
listings guide reaching over 50 million households domestically with
the Prevue Channel, and approximately 3 million households in over 20
countries with Prevue International. Additionally, Prevue Interactive
is now available throughout the United States in over 550 cable systems
passing more than 13 million homes and serving approximately 35 cable
operators.
United Video plans to rename several of its Prevue products in order to
unify its product line under the TV Guide brand to create a common
brand across all guide platforms. The new services will be able to
provide a single source solution for advertisers by offering worldwide
electronic, print, interactive and Internet exposure, allowing for more
efficient advertising strategies and broader reach for consumer and
programming messages. The combined operations will enjoy enhanced
revenue opportunities, including cross-selling advertising among the
print and electronic guides and expanding custom editions for cable
systems. The combined entity also is expected to create significant
operating efficiencies. The existing management of the TV Guide
properties and of United Video will stay intact.
Anthea Disney, Chairman and Chief Executive of News America Publishing
Group, a unit of News Corp., said "The combination of these trusted
brands will create a comprehensive global entertainment TV guidance
company for all media - print, on-screen and digital online. This is
a unique opportunity to offer an exciting range of well-recognized
products. "
Peter C. Boylan III, President and Chief Operating Officer of United
Video, said "We are extremely pleased to combine the TV Guide
properties and brand with United Video's portfolio of businesses, and
we look forward to combining Prevue Network's and TV Guide's management
teams to build program guide platforms that are available worldwide.
The assets that each company brings to this combination create a strong
balance sheet and a tremendous opportunity for future growth."
The transaction, to be accounted for as a purchase, is expected to
close in the fourth quarter of calendar 1998 upon fulfillment of
certain customary conditions, including regulatory approval. TCI has
agreed to vote its 93% voting interest in favor of the transaction.
Merrill Lynch & Co. advised United Video in connection with the
transaction, and has rendered a fairness opinion to the Board of
Directors of United Video.
United Video currently provides satellite-delivered video, audio, data
and program promotion services to multichannel video providers,
satellite dish owners, radio stations and private network users
throughout the world and systems integration service to corporate
America and the federal government in locations throughout the U.S.
The News Corporation Limited (NYSE: NWS, NWSpr; ASX: NCP, NCPDP; LSE:
NEWCP) is one of the world's largest media companies with total assets
as of March 31, 1998 of US$33.2 billion and total annual revenues in
excess of US$13 billion. News Corporation's diversified global
operations in the United States, Canada, the United Kingdom, Australia,
Latin America and the Pacific Basin include the production and
distribution of motion pictures and television programming; television,
satellite and cable broadcasting; the publication of newspapers,
magazines, books; the production and distribution of promotional and
advertising products and services; the development of digital
broadcasting; the development of conditional access and subscription
management systems; and the provision of computer information services.
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