SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
--- ---
COMMISSION FILE NUMBER 0-22662
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
UNITED VIDEO SATELLITE GROUP,INC.
401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
TV GUIDE, INC.
7140 S. Lewis Avenue, Tulsa, OK 74136
(918) 488-4000
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
401(k) Plan
Financial Statements
and Supplemental Schedules
TABLE OF CONTENTS
Page
Independent Auditors' Report 2
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 1998 and 1997 3
Statements of Changes in Net Assets Available for Benefits -
Years Ended December 31, 1998 and 1997 4
Notes to Financial Statements 5-11
Schedule
Line 27a -
Schedule of Assets Held for Investment Purposes -
December 31, 1998 1
Line 27d -
Schedule of Reportable Transactions - Year Ended
December 31, 1998 2
All other schedules required for 1998 by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 are omitted as they are
inapplicable or not required.
1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator
United Video Satellite Group, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of United Video Satellite Group, Inc. 401(k) Plan (the "Plan")
as of December 31, 1998 and 1997, and the related statements of changes
in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 1998 and 1997, and the changes in net
assets available for benefits for the years then ended in conformity
with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes as of December 31, 1998 and the
schedule of reportable transactions for the year ended December 31,
1998, are presented for the purpose of additional analysis and are not
a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
KPMG LLP
Tulsa, Oklahoma
May 14, 1999
2
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
1998 1997
---- ----
Assets
- ------
Cash $ -- $ 1,119
Investments at fair value:
Money market funds 1,484,555 1,132,612
Common/collective trust funds 8,508,019 6,414,111
Mutual funds 9,187,752 6,954,771
Common stock of TV Guide, Inc.
(formerly United Video
Satellite Group, Inc.) 717,430 239,862
Participant loans 302,848 270,825
----------- -----------
Total investments 20,200,604 15,012,181
Receivables:
Employee contributions receivable 180,265 135,198
Employer contributions receivable 141,211 102,771
Accrued income 3,000 --
----------- -----------
Total receivables 324,476 237,969
----------- -----------
20,525,080 15,251,269
Liabilities
- -----------
Unallocated forfeitures -- 89,780
----------- -----------
Net assets available for benefits $20,525,080 $15,161,489
=========== ===========
See accompanying notes to financial statements.
3
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Statements of Changes in Net Assets
Available for Benefits
Years Ended December 31, 1998 and 1997
1998 1997
---- ----
Additions to net assets available for
benefits attributed to:
Investment income:
Net appreciation in fair value
of investments $ 3,180,934 $ 2,066,525
Interest 29,862 18,763
Dividends 561,808 714,002
----------- -----------
Total investment income 3,772,604 2,799,290
Contributions:
Employee contributions 1,990,159 1,821,012
Employer contributions 1,176,375 950,244
----------- -----------
Total contributions 3,166,534 2,771,256
----------- -----------
Total additions 6,939,138 5,570,546
Deductions from net assets available
for benefits attributed to:
Benefits paid to participants 1,548,428 2,843,275
Other, net 27,119 100,175
----------- -----------
Total deductions 1,575,547 2,943,450
----------- -----------
Net increase in net assets
available for benefits 5,363,591 2,627,096
Net assets available for benefits:
Beginning of year 15,161,489 12,534,393
----------- -----------
End of year $20,525,080 $15,161,489
=========== ===========
See accompanying notes to financial statements.
4
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) Description of Plan
The following description of the Plan provides only general
information. Participants should refer to the 401(k) Plan ("the
Plan") document for a more complete description of the Plan's
provisions.
(a) General
The Plan is a defined contribution plan covering
substantially all employees of United Video Satellite Group,
Inc. (the "Company") who have completed one year of service
and are age twenty-one or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of
1974(ERISA). The Plan sponsor is TV Guide, Inc. (formerly
United Video Satellite Group, Inc.) See Note 8.
(b) Contributions
In 1997, participants could elect to contribute, through
payroll deductions, from 1% to 12% of pre-tax compensation,
as defined by the Plan, subject to annual limitations
outlined by the Internal Revenue Service. Effective January
1, 1998, the Plan was amended to allow participants to
contribute up to 15% of pre-tax compensation. Eligible
employees may make a rollover contribution to the Plan of all
or any portion of eligible rollover distributions as defined
by the Plan. The Company may make a matching contribution of
an amount equal to a designated percentage rate of each
participant's contribution of pre-tax compensation. The
Company's matching percentage shall be determined by the
Company and announced prior to the beginning of the Plan
year. For the years ended December 31, 1998 and 1997, the
Company matched 100% of the first 4% of each participant's
contribution of pre-tax compensation. For any Plan year,
additional matching contributions can be made at the
discretion of the Company.
(c) Participant Accounts
Each participant's account is credited with the participant's
contributions, the Company's matching contributions, and an
allocation of the Plan's earnings. Forfeited balances of
terminated participants' nonvested accounts are used to
reduce future Company matching contributions. The benefit to
which a participant is entitled is the vested balance in the
participant's account. Unallocated forfeitures are reflected
in the accompanying financial statements as a reduction of
net assets available for benefits.
5
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Notes to Financial Statements, Continued
(d) Vesting
Participants are immediately vested in their contributions
plus actual earnings thereon. Vesting for the Company
matching contributions is at a rate of 20% per year beginning
after the employee's first full year of service with an
additional 20% for the next four years achieving 100% vesting
at five years of credited service. Participants become fully
vested in the Company matching contributions upon retirement
or in the event of death or disability.
(e) Investment Options
Upon enrollment in the Plan, a participant may direct
employer and employee contributions in 1% increments to the
available investment options. Participants may change their
investment options and transfer balances between existing
investments on a daily basis. A description of each
investment option follows:
Merrill Lynch Retirement Reserves Fund -- invests in short-
term money market securities such as U.S. Government and
agency securities, bank certificates of deposit and
banker's acceptances, commercial paper and repurchase
agreements to seek current income, preservation of capital
and liquidity.
Merrill Lynch Investment Grade Corporate Bond Fund --
invests at least 65% of its assets in high quality
corporate debt. This portfolio invests primarily in
securities rated "A" or better.
Merrill Lynch Equity Index Trust -- invests in an
attempt to duplicate the investment results of the S&P 500
Index by holding all 500 stocks in approximately the same
proportions as they are represented in the S&P Index.
Merrill Lynch Capital Fund -- invests primarily in equity
securities of high quality large-cap companies, corporate
bonds and money market securities in an effort to diversify
its investments.
Merrill Lynch Technology Fund -- invests in equities of
technology companies domiciled in developed markets
including computer productions, communications, consumer
electronics, electronic components, factory and office
automation and in other companies substantially involved in
the more general field of technology. The fund will not
invest more than 25% of its total assets in any one
industry.
Aim Value Fund -- invests primarily in equity securities of
companies that are believed to be undervalued relative to
current or projected earnings of the companies issuing the
securities, or relative to the current market value of the
assets owned by the Company. The fund may invest up to 25%
of its assets in foreign securities.
Aim Equity Constellation Fund -- invests largely in common
stocks, emphasizing small to medium-sized emerging growth
companies that have experienced above-average and
consistent earnings growth or companies that are currently
experiencing a dramatic increase in profits.
Seligman Communications and Information Fund -- invests in
a diversified portfolio of common stocks of both domestic
and foreign companies that provide products and services in
communications, information and other technology-related
industries.
6
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Notes to Financial Statements, Continued
Templeton Foreign Fund -- invests in stocks and debt
securities of companies and governments outside the United
States. It maintains a flexible investment policy
allowing it to invest in all types of securities and in
any foreign country, developed or under-developed.
TV Guide (formerly United Video) Stock Fund -- invests
primarily in shares of TV Guide, Inc. (formerly United
Video Satellite Group, Inc.). A participant may not
invest more than 20% of his or her contributions in this
fund and may not transfer assets from other funds
resulting in his or her investment in this fund to exceed
20% of the value of his or her accounts. A participant
may continue to invest his or her contributions in this
fund and no reduction in the participant's interest in
this fund will be required if subsequent changes in the
value of the various funds result in the participant's
investment in this fund exceeding the percentage limit.
Effective June 1, 1997, assets held in the Merrill Lynch
Technology Fund were transferred to the Seligman
Communications and Information Fund. The Seligman
Communications and Information Fund seeks capital
appreciation by investing in a diversified portfolio of
common stocks of both domestic and foreign companies that
provide products and services in communications, information
and other technology-related industries. After June 1, 1997,
the Merrill Lynch Technology Fund was no longer an available
investment option.
(f) Payment of Benefits
Upon separation of service due to termination, death,
disability or retirement, participants can elect to leave
their account balance within the Plan until minimum
distribution payments are required by law or elect to receive
either a lump sum distribution of their account or, if their
account balance is greater than $5,000, equal periodic
payments over a designated period in accordance with current
tax regulations.
(g) Participant Loans
Under certain circumstances, participants may borrow from
their accounts up to a maximum of $50,000 or 50% of their
vested account balance. Loan terms are not to exceed five
years (10 years for the purchase of a principal residence).
The loans are secured by the balance in the participant's
account and bear interest at the prime rate published in the
Wall Street Journal on the last business day of the month
prior to the date the loan is funded plus 1%. Principal and
interest are repaid by the participant in accordance with the
Plan document.
7
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Notes to Financial Statements, Continued
(h) Administrative Expenses
The Company may elect to pay all administrative expenses of
the Plan. Administrative expenses not paid by the Company
are paid from Plan assets. All administrative expenses were
paid by the Company in 1998 and 1997.
(2) Summary of Accounting Policies
(a) Basis of Presentation
The accompanying financial statements of the Plan have been
prepared on an accrual basis of accounting.
(b) Investment Valuation
The Plan's investments are stated at fair value, based on
quoted market prices. The participant loans are valued at
cost which approximates fair value. Purchases and sales of
securities are recorded on a trade date basis.
In the Statement of Changes in Net Assets Available for
Benefits, the Plan presents the net appreciation
(depreciation) of the fair value of its instruments. This
consists of realized gains or losses and unrealized
appreciation (depreciation) of those investments.
(c) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates that affect the amounts reported in the
financial statements and accompanying notes. Actual results
could differ from those estimates.
(d) Payment of Benefits
Benefits are recorded when paid.
(e) Concentration of Credit Risk
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist of cash, participant
loans, corporate bonds, commercial paper, government bonds
and fixed income securities. Such credit risk is considered
by management to be limited due to the diversity of
investments and the financial stability of the institutions.
Generally, the Plan does not require collateral with respect
to its investments.
8
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Notes to Financial Statements, Continued
(3) Investments
The following table presents the fair values of individual
investments at December 31, 1998 and 1997:
1998 1997
---- ----
Merrill Lynch Retirement Reserves
Fund; 1,484,555 shares at $1.00
per share and 1,132,612 shares at
$1.00 per share at December 31,
1998 and 1997, respectively $ 1,484,555 $ 1,132,612
Merrill Lynch Equity Index Trust;
101,380 shares at $83.92 per
share and 98,113 shares at
$65.38 per share at December 31,
1998 and 1997, respectively 8,508,019 6,414,111
Merrill Lynch Investment Grade
Corporate Bond Fund; 136,557
shares at $11.67 per share and
135,857 shares at $11.49 per
share at December 31, 1998
and 1997, respectively 1,593,622 1,560,993
Merrill Lynch Capital Fund;
17,795 shares at $34.36 per
share and 15,789 shares at
$34.46 per share at December 31,
1998 and 1997, respectively 611,440 544,103
Aim Value Fund; 107,845 shares
at $40.19 per share and 95,846
shares at $32.42 per share at
December 31, 1998 and 1997,
respectively 4,334,298 3,107,337
Aim Equity Constellation Fund;
38,722 shares at $30.52 per
share and 30,779 shares at
$26.38 per share at December 31,
1998 and 1997, respectively 1,181,780 811,960
Templeton Foreign Fund; 68,317
shares at $8.39 per share and
45,216 shares at $9.95 per
share at December 31, 1998 and
1997, respectively 573,178 449,904
Seligman Communications Fund;
29,074 shares at $30.73 per
share and 20,666 shares at
$23.25 per share at December
31, 1998 and 1997, respectively 893,434 480,474
TV Guide, Inc. (formerly United
Video Satellite Group, Inc.)
Class A Common Stock; 30,367
shares at $23.63 per share
and 16,686 shares at $14.38
per share at December 31,
1998 and 1997, respectively 717,430 239,862
Participant loans 302,848 270,825
----------- ----------
$20,200,604 $15,012,181
=========== ===========
9
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Notes to Financial Statements, Continued
The following schedule presents the net appreciation in fair value
for each significant class of investment for the years ended
December 31, 1998 and 1997:
1998 1997
---- ----
Common/collective trust funds $1,876,102 $1,726,422
Mutual funds 1,062,653 262,384
Common stock 242,179 77,719
---------- --------
$3,180,934 $2,066,525
========== ==========
(4) Internal Revenue Service Status
The Plan obtained its latest determination letter on June 26,
1996, in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter to comply with
changes in the law. The Plan has not applied for a new
determination letter. The Plan administrator believes that the
Plan is currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code.
Therefore, the Plan was qualified and the related trust was tax-
exempt as of the financial statement date.
(5) Plan Termination
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination, participants will become fully
vested in their accounts.
(6) Reconciliation of Financial Statements to Form 5500
There were no differences between the 1998 and 1997 financial
statements and the amounts reported in Form 5500.
(7) Year 2000 (unaudited)
The Plan could be adversely affected if the computer systems and
those of service providers used by the Plan or the Trustee do not
properly process and calculate date related information from and
after January 1, 2000. This is commonly known at the "Year 2000
Problem". The Company is taking steps that it believes are
reasonably designed to address the Year 2000 Problem with respect
to the computer systems that it uses and to obtain satisfactory
assurances that comparable steps are being taken by each of the
Plan's other major service providers. At this time, however, there
can be no assurance that these steps will be sufficient to avoid
any material adverse effect on the Plan's activities and,
accordingly, its net assets available for benefits and changes
therein.
(8) Subsequent Event
On March 1, 1999, the Company acquired the stock of certain
corporations which publish TV Guide Magazine and other printed
television program listings guides in exchange for cash and the
Company's stock. In conjunction with the transaction, the
Company's name was changed to TV Guide, Inc.
The Company intends to amend the Plan in 2000 to reflect the
Company's name change. In conjunction with the name change,
the former TV Guide Magazine and other employees currently
participating in the TV Guide Savings Plan will become
participants in the Plan.
10
<PAGE>
(9) Separate Option Allocation
The amount of net assets available for benefits at the beginning
of the year and changes in net assets during the year, allocated
by separate investment option, is as follows:
<TABLE>
<CAPTION>
Merrill
Merrill Lynch
Lynch Merrill Investment Merrill Merrill
Retirement Lynch Grade Lynch Lynch
Reserves Equity Corporate Capital Technology
Fund Index Trust Bond Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Net assets available for
benefits, December 31,
1996 $ 1,089,412 $ 5,594,390 $ 1,781,179 $ 249,604 $ 123,228
Investment income:
Net appreciation
(depreciation) in fair
value of investments -- 1,726,741 19,793 34,394 21,534
Interest 1,616 8,730 1,693 166 66
Dividends 63,164 -- 100,609 40,121 --
----------- ----------- ----------- ---------- ---------
Total investment
income 64,780 1,735,471 122,095 74,681 21,600
Contributions:
Employee contributions 107,100 443,327 116,754 153,168 17,943
Employer contributions 71,109 256,691 70,593 54,181 9,137
----------- ----------- ----------- ---------- ---------
Total contributions 178,209 700,018 187,347 207,349 27,080
----------- ----------- ----------- ---------- ---------
Total additions 242,989 2,435,489 309,442 282,030 48,680
Benefits paid to
participants (1,099,004) (914,131) (242,297) (22,386) (2,403)
Other, net (33,964) -- -- -- --
----------- ----------- ----------- ---------- ---------
Total deductions (1,132,968) (914,131) (242,297) (22,386) (2,403)
Interfund transfers 933,179 (701,637) (287,331) 34,855 (169,505)
----------- ----------- ----------- ---------- ---------
Net change in net assets
available for benefits 43,200 819,721 (220,186) 294,499 (123,228)
----------- ----------- ----------- ---------- ---------
Net assets available for
benefits, December 31,
1997 1,132,612 6,414,111 1,560,993 544,103 --
----------- ----------- ----------- ---------- ---------
Investment income:
Net appreciation
(depreciation) in fair
value of investments -- 1,876,008 24,774 (7,530) --
Interest 2,486 11,561 2,930 205 --
Dividends 62,438 -- 93,972 38,075 --
----------- ----------- ----------- ---------- --------
Total investment
income 64,924 1,887,569 121,676 30,750 --
Contributions:
Employee contributions 191,176 463,371 138,400 135,923 --
Employer contributions 85,956 272,608 81,216 83,255 --
----------- ----------- ----------- ----------
Total contributions 277,132 735,979 219,616 219,178 --
----------- ----------- ----------- ----------
Total additions 342,056 2,623,548 341,292 249,928 --
Benefits paid to
participants (263,551) (464,764) (183,257) (92,962) --
Other, net (117,549) 263 -- -- --
----------- ----------- ----------- ----------
Total deductions (381,100) (464,501) (183,257) (92,962) --
Interfund transfers 390,987 (65,139) (125,406) (89,629) --
----------- ----------- ----------- ----------
Net change in net assets
available for benefits 351,943 2,093,908 32,629 67,337 --
----------- ----------- ----------- ----------
Net assets available for
benefits, December 31,
1998 $ 1,484,555 $ 8,508,019 $ 1,593,622 $ 611,440 $ --
=========== =========== =========== ========== ========
Aim TV
Aim Equity Templeton Seligman Guide Participant
Value Constellation Foreign Communications Stock Loan
Fund Fund Fund Fund Fund Fund Cash Unallocated Totals
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 2,504,066 $ 566,158 $ 260,463 -- $ 85,430 $ 180,042 $ 3,222 $ 97,199 $12,534,393
281,576 27,276 (29,305) (93,212) 77,728 -- -- -- 2,066,525
5,524 410 127 205 226 -- -- -- 18,763
313,911 57,415 46,287 92,495 -- -- -- -- 714,002
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
601,011 85,101 17,109 (512) 77,954 -- -- -- 2,799,290
409,409 227,988 157,194 78,575 48,010 -- -- 61,544 1,821,012
203,597 105,037 66,571 34,031 24,245 -- -- 55,052 950,244
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
613,006 333,025 223,765 112,606 72,255 -- -- 116,596 2,771,256
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
1,214,017 418,126 240,874 112,094 150,209 -- -- 116,596 5,570,546
(348,736) (101,035) (57,386) (6,548) (29,350) (17,462) (2,537) -- (2,843,275)
-- -- -- -- -- (1,039) 400 (65,572) (100,175)
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
(348,736) (101,035) (57,386) (6,548) (29,350) (18,501) (2,137) (65,572) (2,943,450)
(262,010) (71,289) 5,953 374,928 33,573 109,284 34 (34) --
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
603,271 245,802 189,441 480,474 154,432 90,783 (2,103) 50,990 2,627,096
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
3,107,337 811,960 449,904 480,474 239,862 270,825 1,119 148,189 15,161,489
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
796,090 143,442 (97,911) 203,877 242,184 -- -- -- 3,180,934
7,400 677 285 826 492 -- -- 3,000 29,862
270,744 28,779 57,878 9,922 -- -- -- -- 561,808
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
1,074,234 172,898 (39,748) 214,625 242,676 -- -- 3,000 3,772,604
376,289 238,893 152,269 193,457 94,402 -- -- 5,979 1,990,159
213,534 132,576 77,700 102,705 49,331 -- -- 77,494 1,176,375
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
589,823 371,469 229,969 296,162 143,733 -- -- 83,473 3,166,534
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
1,664,057 544,367 190,221 510,787 386,409 -- -- 86,473 6,939,138
(243,400) (118,810) (80,974) (60,616) (26,430) (12,981) (683) -- (1,548,428)
263 263 -- -- 263 -- (402) 89,780 (27,119)
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
(243,137) (118,547) (80,974) (60,616) (26,167) (12,981) (1,085) 89,780 (1,575,547)
(193,959) (56,000) 14,027 (37,211) 117,326 45,004 (34) 34 --
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
1,226,961 369,820 123,274 412,960 477,568 32,023 (1,119) 176,287 5,363,591
- ----------- ---------- --------- --------- -------- --------- ------- -------- -----------
$ 4,334,298 $1,181,780 $ 573,178 $ 893,434 $717,430 $ 302,848 $ -- $324,476 $20,525,080
=========== ========== ========= ========= ======== ========= ======= ======== ===========
</TABLE>
11
<PAGE>
SUPPLEMENTAL SCHEDULES
Schedule 1
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Line 27a - Schedule of Assets Held
For Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Column (a) Column (b) Column (c) Column (d) (Column (e)
Description of
Investment Including
Party-in- Maturity Date, Rate
Interest Identity of Issue, Borrower, of Interest, Par or Current
Identification Lessor, or Similar Party Maturity Value Cost Value
<S> <C> <C> <C> <C>
* Merrill Lynch:
Retirement Reserves Fund Money market $ 1,484,555 $ 1,484,555
Equity Index Trust Common/collective
trust 6,751,624 8,508,019
Investment Grade Corporate
Bond Fund Mutual fund 1,572,070 1,593,622
Capital Fund Mutual fund 616,680 611,440
Aim:
Value Fund Mutual fund 3,596,499 4,334,298
Equity Constellation Fund Mutual fund 1,044,680 1,181,780
Templeton Foreign Fund Mutual fund 662,767 573,178
Seligman Communications Fund Mutual fund 717,119 893,434
* TV Guide, Inc. (formerly
United Video Satellite Group,
Inc.) Class A Common Stock Common stock 502,730 717,430
* Participant Loans (7%-10%) 302,848 302,848
---------- -----------
$17,251,572 $20,200,604
=========== ===========
</TABLE>
* Party-in-Interest
12
<PAGE>
Schedule 2
UNITED VIDEO SATELLITE GROUP, INC.
401(k) PLAN
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Column (a) Column (b) Column (c) Column (d) Column (e) Column (f) Column (g) Column (h) Column (i)
Expense Current Value
Identity Incurred of Asset on
of Party Description Purchase Selling Lease With Cost of Transaction Net Gain
Involved of Assets Price Price Rental Transaction Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Merrill Lynch Merrill Lynch:
Trust Retirement Reserves Fund $1,100,822 $ -- $ -- $ -- $1,100,822 $1,100,822 $ --
Companies Retirement Reserves Fund -- 748,879 -- -- 748,879 748,879 --
Equity Index Trust Fund 1,378,579 -- -- -- 1,378,579 1,378,579 --
Equity Index Trust Fund -- 1,160,678 -- -- 826,914 1,160,678 333,764
Investment Grade
Corporate Bond Fund 406,144 -- -- -- 406,144 406,144 --
Investment Grade
Corporate Bond Fund -- 393,907 -- -- 385,671 393,907 8,236
Merrill Lynch AIM:
Trust Value Fund 1,025,627 -- -- -- 1,025,627 1,025,627 --
Companies Value Fund -- 594,751 -- -- 485,404 594,751 109,347
Equity Constellation
Fund 538,045 -- -- -- 538,045 538,045 --
Equity Constellation
Fund -- 311,667 -- -- 296,941 311,667 14,726
Seligman Communications
Fund 698,189 -- -- -- 698,189 698,189 --
Seligman Communications
Fund -- 489,106 -- -- 507,785 489,106 (18,679)
</TABLE>
13
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be signed
on its behalf by the undersigned, thereunto duly authorized.
UNITED VIDEO SATELLITE GROUP, INC.
401(k) Plan
DATE: June 29, 1999 By: /s/ Peter C. Boylan III
------------------------------
Peter C. Boylan III
Member, United Video Satellite
Group, Inc. 401(k) Plan
Administrative Committee
14
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------
23 Consent of KPMG LLP
15
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
TV Guide, Inc.:
We consent to incorporation by reference in the registration statement
(No. 333-2866) on Form S-8 of United Video Satellite Group, Inc. 401(k)
Plan of our report dated May 14, 1999, relating to the statements of
net assets available for benefits of United Video Satellite Group, Inc.
401(k) Plan as of December 31, 1998 and 1997, and the related
statements of changes in net assets available for benefits for the
years then ended and all related schedules, which report appears in the
December 31, 1998 Annual Report on Form 11-K.
KPMG LLP
Tulsa, Oklahoma
June 29, 1999
