SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant []
Check the Appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TV GUIDE, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated
and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
TV GUIDE, INC.
7140 South Lewis Avenue
Tulsa, Oklahoma 74136-5422
July 6, 1999
Dear Stockholder:
On behalf of the Board of Directors and management, I cordially invite you
to attend the annual meeting of stockholders of TV Guide, Inc. (the "Company"),
which will be held at the Southern Hills Marriott Hotel, 1902 East 71st Street
South, Tulsa, Oklahoma, on July 29, 1999, at 10:00 a.m. local time.
At the annual meeting, stockholders will be asked to consider and vote on
the following matters: (1) election of nine directors to the Board of Directors,
(2) ratification of the appointment of the Company's independent auditors, and
(3) transaction of such other business as may properly come before the meeting
or any adjournment or postponement thereof. Details of the proposals and other
important information are set forth in the accompanying proxy statement, which
should be considered carefully by stockholders.
Whether or not you are personally able to attend the annual meeting, please
complete, sign, date and return the enclosed proxy as soon as possible in the
enclosed return envelope, which requires no postage if mailed in the United
States. This action will not limit your right to vote in person if you wish to
attend the annual meeting and vote personally and any proxy may be revoked in
the manner described in the accompanying proxy statement.
Sincerely,
/s/ Peter C. Boylan III
Peter C. Boylan III
President and Chief Operating Officer
<PAGE>
TV GUIDE, INC.
7140 South Lewis Avenue
Tulsa, Oklahoma 74136-5422
(918) 488-4000
---------------
Notice of Annual Meeting of Stockholders
to be held July 29, 1999
----------------
To the stockholders of TV Guide, Inc.:
An annual meeting of stockholders of TV Guide, Inc., a Delaware corporation
(the "Company"), will be held on July 29, 1999, at 10:00 a.m., local time, at
the Southern Hills Marriott Hotel, 1902 East 71st Street South, Tulsa, Oklahoma,
for the following purposes:
1. To elect nine directors to the Board of Directors.
2. To ratify the appointment of KPMG LLP as independent auditors for the
Company for the fiscal year ending December 31, 1999.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on June 22, 1999 as
the record date for the determination of the stockholders entitled to notice of
and to vote at the annual meeting or any adjournment or postponement thereof. A
list of stockholders entitled to notice of and to vote at the annual meeting
will be open to the examination of any stockholder, for any purpose appropriate
to the meeting, during ordinary business hours, for a period of ten days prior
to the annual meeting, at the principal executive offices of the Company.
All stockholders are cordially invited to attend the annual meeting. To
ensure your representation at the annual meeting, however, you are urged to
mark, sign, date and return the enclosed proxy as promptly as possible. A
postage prepaid envelope is enclosed for that purpose. Any stockholder attending
the annual meeting may vote in person even if that stockholder has returned a
proxy.
By Order of the Board of Directors,
/s/ Peter C. Boylan III
Peter C. Boylan III
President and Chief Operating Officer
Tulsa, Oklahoma
July 6, 1999
<PAGE>
TV GUIDE, INC.
7140 South Lewis Avenue,
Tulsa, Oklahoma 74136-5422
PROXY STATEMENT
General
The enclosed proxy is solicited by the Board of Directors of TV Guide,
Inc., a Delaware corporation (the "Company"), for use at the annual meeting of
stockholders to be held on July 29, 1999, at 10:00 a.m., local time, at the
Southern Hills Marriott Hotel, 1902 East 71st Street South, Tulsa, Oklahoma, and
at any adjournment or postponement thereof, for the purposes set forth in the
Notice of Annual Meeting. This proxy statement is being furnished to holders of
Class A common stock and Class B common stock of the Company. Copies of
solicitation material will be furnished to brokers, fiduciaries and custodians
to forward to beneficial owners of the Class A common stock held in their names.
The Company will reimburse brokers and other persons representing beneficial
owners of shares for their reasonable expenses in forwarding solicitation
material to such beneficial owners. This proxy statement and the accompanying
proxy will be mailed on or about July 6, 1999 to all stockholders entitled to
vote at the meeting. Unless the context otherwise requires, the terms "TV Guide"
and "the Company" include TV Guide, Inc. and its consolidated subsidiaries.
At the annual meeting, stockholders will be asked to consider and act upon
the following: (1) the election of nine directors to the Board of Directors; (2)
the ratification of the appointment of KPMG LLP as independent auditors for the
Company for the fiscal year ending December 31, 1999; and (3) such other
business as may properly come before the annual meeting.
Annual Report
The Annual Report to Stockholders covering the Company's fiscal year ended
December 31, 1998 is enclosed. The Annual Report to Stockholders does not form
any part of the material for the solicitation of proxies.
Stockholder Proposals
Proposals of stockholders that are intended to be presented at the
Company's 2000 annual meeting of stockholders must be received by the secretary
of the Company not later than March 15, 2000 in order to be included in the
proxy statement and proxy relating to the 2000 annual meeting.
Voting Rights
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by: (i) filing
with the Secretary of the Company, at or before the taking of the vote at the
annual meeting, a written notice of revocation bearing a later date than the
proxy, (ii) duly executing a later-dated proxy relating to the same shares and
delivering it to the secretary of the Company, before the taking of the vote at
the annual meeting or (iii) attending the annual meeting and voting in person
(although attendance at the annual meeting will not in and of itself constitute
a revocation of the proxy). Any written notice of revocation or subsequent proxy
must be received by the Company at 7140 South Lewis Avenue, Tulsa, Oklahoma,
74136-5422, Attention: Secretary, at or before the taking of the vote at the
annual meeting.
2
<PAGE>
Only stockholders of record of shares of common stock at the close of
business on June 22, 1999, the record date, will be entitled to notice of and to
vote at the annual meeting. At the close of business on the record date, there
were 77,074,624 shares of Class A common stock outstanding and entitled to vote,
held by 103 holders of record, and 74,993,176 shares of Class B common stock
outstanding and entitled to vote, held by two holders of record. The holders of
Class A common stock are entitled to one vote for each share of Class A common
stock held and the holders of Class B common stock are entitled to ten votes for
each share of Class B common stock held. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. The presence, in person or by properly executed proxy,
of the holders of a majority of the total voting power of the outstanding shares
of common stock entitled to vote is necessary to constitute a quorum at the
annual meeting.
In the election of directors, stockholders may vote in favor of the
nominees, may withhold their vote for the nominees, or may withhold their vote
as to specific nominees. Directors will be elected by a plurality of the votes
of the holders of shares of common stock present in person or by proxy at the
annual meeting and entitled to vote, voting together as a single class. All
votes will be tabulated by the inspector of election appointed for the meeting,
who will separately tabulate affirmative and negative votes, abstentions and
broker non-votes. Abstentions will be counted toward the tabulation of votes
cast on proposals presented to the stockholders and will have the same effect as
negative votes. Broker non-votes are not counted for any purpose in determining
whether a matter has been approved.
All shares of common stock that are entitled to vote and are represented at
the annual meeting by properly executed proxies received prior to or at the
annual meeting, and not revoked, will be voted at the annual meeting in
accordance with the instructions indicated on such proxies. If no instructions
are indicated, such proxies will be voted FOR the election of each of the
nominees for director identified therein and the ratification of the appointment
of KPMG LLP as the Company's independent auditors.
Expenses incurred in connection with the printing and mailing of this proxy
statement will be paid by the Company. In addition to solicitation by use of the
mails, proxies may be solicited by directors, officers and employees of the
Company in person or by telephone, telegram or other means of communication.
Such directors, officers and employees will not be additionally compensated, but
may be reimbursed for reasonable out-of-pocket expenses in connection with such
solicitation.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 22, 1999
regarding ownership of the common stock by (1) each person believed by the
Company to be the beneficial owner of more than five percent of its outstanding
common stock; (2) each Director, the Chief Executive Officer and each of the
four other most highly compensated executive officers of the Company for the
fiscal year ended December 31, 1998; and (3) all current executive officers and
directors of the Company as a group. Shares of Class B common stock are
convertible at the option of the holder immediately into shares of Class A
common stock on a one-for-one basis and, accordingly, holders of Class B common
stock are deemed to own beneficially the same number of shares of Class A common
stock. The table below does not reflect such beneficial ownership of Class A
common stock.
<PAGE>
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock Percent of
---------------------------- --------------------------- Vote of All
Number Percent Number Percent Outstanding
Beneficial Owner of Shares of Class of Shares of Class Common Stock
- ------------------------------- ---------------------------- --------------------------- -------------
<S> <C> <C> <C> <C> <C>
Liberty Media Corporation (1) 29,037,520 37.7% 37,496,588 50.0% 48.9%
The News Corporation Limited (2) 29,037,520 37.7% 37,496,588 50.0% 48.9%
Joachim Kiener -- -- -- -- --
Peter C. Boylan III (3) 641,036 * -- -- *
Charles Butler Ammann (4) 24,800 * -- -- *
Craig M. Waggy (5) 41,200 * -- -- *
Toby DeWeese (6) 16,000 * -- -- *
Robert R. Bennett (7) 6,000 * -- -- *
Chase Carey -- -- -- -- --
Peter Chernin -- -- -- -- --
Nicholas Donatiello, Jr. -- -- -- -- --
Gary S. Howard (8) 80,000 * -- -- *
Larry E. Romrell (9) 18,000 * -- -- *
J. David Wargo (9) 18,000 * -- -- *
All Directors and Executive Officers
as a Group (11 persons) (10) 829,036 1.1% -- -- *
</TABLE>
4
<PAGE>
NOTES:
* Less than 1%
(1) The address for Liberty Media Corporation is 9197 South Peoria Street,
Englewood, CO 80112. Liberty holds shares of common stock directly or
indirectly through its subsidiary TCI UVSG, Inc. ("TCI Holdings"). Liberty
is an indirect subsidiary of Tele-Communications, Inc. ("TCI"), which in
turn is an indirect subsidiary of AT&T Corp.
(2) The Class A common stock and Class B common stock reported as beneficially
owned by News Corp. are directly owned by TVG Holdings, Inc. ("News
Holdings"), an indirect subsidiary of News Corp. and a direct subsidiary of
News Publishing Australia Limited ("NPAL"). Each of News Corp. and NPAL, as
persons who may be deemed to control Holdings, may also be deemed to
indirectly beneficially own such shares. By virtue of ordinary shares of
News Corp. owned by (i) Mr. K. Rupert Murdoch and members of his family,
(ii) Cruden Investments Pty. Limited, a private Australian investment
company owned by Mr. Murdoch, members of his family and certain charities,
and (iii) corporations which are controlled by trustees of settlements and
trusts set up for the benefit of the Murdoch family, certain charities and
other persons, and Mr. Murdoch's positions as Chairman and Chief Executive
of News Corporation, Mr. Murdoch may be deemed to control the operations of
News Corp., and may therefore be deemed to indirectly beneficially own such
shares of News Holdings. The address of News Holdings is 1300 North Market
Street, Suite 404, Wilmington, Delaware 19801; the address of News Corp. is
2 Holt Street, Sydney, New South Wales 2010, Australia; the address of NPAL
is 1300 North Market Street, Suite 404, Wilmington, Delaware 19801; and the
address of Mr. Murdoch is 10201 West Pico Boulevard, Los Angeles,
California 90035.
(3) Includes 623,404 shares of Class A common stock subject to presently
exercisable options.
(4) Includes 24,800 shares of Class A common stock subject to presently
exercisable options. (5) Includes 33,200 shares of Class A common stock
subject to presently exercisable options.
(6) Includes 8,000 shares of Class A common stock subject to presently
exercisable options and 8,000 shares of Class A common stock subject to
options that will become exercisable within 60 days.
(7) Includes 6,000 shares of Class A common stock subject to presently
exercisable options.
(8) Includes 80,000 shares of Class A common stock subject to presently
exercisable options.
(9) Includes 18,000 shares of Class A common stock subject to presently
exercisable options.
(10) Includes 803,404 shares of Class A common stock subject to presently
exercisable options.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who own more than ten percent of a
registered Class of the Company's equity securities (collectively, the
"reporting persons") to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and to furnish the Company with copies of
these reports. Based solely upon a review of copies of such reports furnished to
the Company, and written representations received from the reporting persons,
the Company believes that all filings required to be made by the reporting
persons for the last fiscal year were made on a timely basis.
5
<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
Directors and Executive Officers
The Company's bylaws provide that the Company's Board of Directors is
comprised of ten members. Nine directors of the Company will be elected at the
annual meeting, and there is currently one vacancy. The Board of directors is
expected to fill such vacancy with a director to be designated by News Corp.,
either prior to or subsequent to the annual meeting. Such director is expected
to serve on the Board until the annual meeting held next year, or until his or
her earlier death, resignation or removal. The Company's Restated Certificate of
Incorporation provides that each director, if elected, will serve on the Board
until the next annual meeting or until his or her earlier death, resignation or
removal. Each person nominated for election has agreed to serve, if elected, and
management has no reason to believe that any of the nominees will be unavailable
for service. Shares represented by executed proxies will be voted, if authority
to do so is not withheld, for the election of the ten nominees. If any of the
nominees should become unavailable for election due to an unexpected occurrence,
such shares will be voted for the election of such substitute nominee as the
Board may propose, unless the Board reduces the number of directors.
Name Age Principal Occupation
Held with the Company
- ------------------------ --- -------------------------
Joachim Kiener 46 Director; Chairman and
Chief Executive Officer
Peter C. Boylan III 35 Director; President and
Chief Operating Officer
Robert R. Bennett 41 Director
Chase Carey 45 Director
Peter Chernin 48 Director
Nicholas Donatiello, Jr. 39 Director
Gary S. Howard 48 Director
Larry E. Romrell 59 Director
J. David Wargo 45 Director
Nominees for Director
Set forth below is a description of the backgrounds of the nominees for
directors of the Company.
Joachim Kiener has been Chairman of the Board and Chief Executive Officer
of the Company since June 1999 and a Director of the Company since March 1999.
Mr. Kiener served as President of the Company from March 1999 to June 1999. Mr.
Kiener has been President and Chief Operating Officer of News America Publishing
Group, a division of News Corp., since March 1998. Mr. Kiener oversees the
business, operations and financial management of News America Publishing Group
and its divisions, which include HarperCollins Publishers, The Weekly Standard
and News America Digital Publishing. He joined News Corp. as Executive Vice
President and Chief Operating Officer of HarperCollins Publishers in September
1996. Prior to joining HarperCollins Publishers, Mr. Kiener spent seven years in
various senior executive positions at EMI-Capitol Music Group, N.A., one of the
major worldwide operating music distribution and publishing companies.
6
<PAGE>
Peter C. Boylan III has been President and Chief Operating Officer of the
Company since June 1999 and a Director of the Company since July 1995. Mr.
Boylan served as Executive Vice President of the Company from March 1999 to June
1999; President of the Company from August 1997 to March 1999; Chief Operating
Officer of the Company from December 1996 to March 1999 and Executive Vice
President and Chief Financial Officer of the Company from October 1994 to
December 1996. Beginning in 1992 through October 1994, Mr. Boylan served with
Hallmark Cards, Inc. in its Corporate Development and Strategy Group, focusing
primarily on the communications and entertainment industries. Mr. Boylan is also
an advisory director of BOK Financial Corporation.
Robert R. Bennett has been a Director of the Company since February 1998
and has been Executive Vice President of TCI and President and Chief Executive
Officer of Liberty since April 1997. Mr. Bennett has also been President and
Chief Executive Officer of AT&T's Liberty Media Group since the closing of the
merger of TCI and AT&T in March 1999. From June 1995 through March 1997, Mr.
Bennett was an Executive Vice President and the Chief Financial Officer,
Secretary and Treasurer of Liberty. Mr. Bennett served as Senior Vice President
of Liberty from September 1991 through June 1995. Mr. Bennett is a director of
TCI Music, Inc.
Chase Carey has been a Director of the Company since March 1999 and a
Director of Fox Entertainment Group, Inc. and Co-Chief Operating Officer of Fox
Entertainment Group, Inc. since August 1998. Mr. Carey was President of Fox
Entertainment Group, Inc. from 1995 to 1998, Executive Vice President and Chief
Operating Officer from 1991 to 1995 and Senior Vice President from 1988 to 1991.
Mr. Carey is an Executive Director and has been the Co-Chief Operating Officer
of News Corp. and a Director and Executive Vice President of News America
Incorporated since 1996. Mr. Carey has served as the Chairman and Chief
Executive Officer of Fox Television since July 1994. Mr. Carey joined Fox, Inc.
(predecessor of Fox Entertainment Group, Inc.) in 1990 as Executive Vice
President, served as Chief Financial Officer, and assumed the title of Chief
Operating Officer in February 1992. Prior to joining Fox Television, Mr. Carey
worked at Columbia Pictures in several executive positions, including President
of Pay/Cable and Home Entertainment and Executive Vice President of Columbia
Pictures International. Mr. Carey is also a member of the Boards of Directors of
Gateway 2000 and Colgate University.
Peter Chernin has been a Director of the Company since March 1999 and has
been a Director and President and Chief Operating Officer of Fox Entertainment
Group, Inc. since August 1998. Mr. Chernin has been an Executive Director,
President and Chief Operating Officer of News Corp. and a Director, Chairman and
Chief Executive Officer of News America Incorporated since 1996. Mr. Chernin was
Chairman and Chief Executive Officer of Fox Filmed Entertainment from 1994 until
1996, Chairman of Twentieth Century Fox Film Corporation from 1992 until 1994
and President of Fox Broadcasting Company from 1989 until 1992.
Nicholas Donatiello, Jr. has been the President and Chief Executive Officer
of Odyssey Ventures, Inc., which is the general partner of Odyssey, L.P., since
September 1993. Odyssey, L.P. is principally engaged in conducting market
research of consumer practices and views relating to present and future at-home
entertainment, information, communication and commerce.
7
<PAGE>
Gary S. Howard has been a Director of the Company since May 1997 and served
as Chairman of the Board of Directors and Chief Executive Officer of the Company
from May 1997 to March 1999. Mr. Howard has been an Executive Vice President of
TCI since December 1997 and Executive Vice President and Chief Operating Officer
of Liberty since March 1999. Mr. Howard has also been Executive Vice President
and Chief Operating Officer of AT&T's Liberty Media Group since the closing of
the merger of TCI and AT&T in March 1999. Mr. Howard was President and Chief
Executive Officer of TCI Ventures Group, LLC, a subsidiary of TCI, from December
1997 to March 1999. He has served as Chief Executive Officer of TCI Satellite
Entertainment, Inc. since December 1996 and was President from February 1995 to
August 1997. Mr. Howard served as President of the Company from June 1997 to
August 1997, Senior Vice President in charge of Mergers and Acquisitions of TCI
Communications, Inc. ("TCIC") from October 1994 to December 1996 and as Vice
President of TCIC from December 1991 through October 1994.
Larry E. Romrell was an Executive Vice President of TCI from January 1994
to March 1999. He is currently a consultant to TCI. Mr. Romrell had served as
the Executive Vice President and Chief Executive Officer of TCI Business
Alliance and Technology Co., Inc., a subsidiary of TCI, since February 1998, a
Senior Vice President of Ventures LLC since December 1997, and President of TCI
Technology Ventures, Inc., a subsidiary of TCI, from September 1994 to October
1997. Mr. Romrell served as a Senior Vice President of TCIC from 1991 to
September 1994. Currently, Mr. Romrell is a director of General Communication,
Inc., Liberty and Guaranty Bank & Trust Company.
J. David Wargo has been President of Wargo & Company, a private investment
company specializing in the communications industry, since January 1993. Mr.
Wargo was a Managing Director of The Putnam Companies from December 1989 to
December 1992. Mr. Wargo is a director of On Command Corporation.
The Company's bylaws provide that approval of any action by the Board will
require the affirmative vote of at least seven of the ten directors, except for
the removal of any officer of the Company, which will require approval of six of
the ten directors.
There are no family relationships among any of the directors and executive
officers of the Company.
Management and the Board recommend a vote FOR each nominee.
Other Executive Officers
Charles B. Ammann joined the Company in January 1996 as Senior Vice
President, Secretary and General Counsel. Mr. Ammann is responsible for the
Company's legal, risk management and legislative affairs. From 1990 until he
joined the Company, Mr. Ammann served as Vice President of Administration and
General Counsel for Flint Industries, Inc., a privately-held company engaged in
general contracting of commercial and industrial construction, oil and gas
pipeline construction, oil field services and construction management services.
Craig M. Waggy has been Senior Vice President and Chief Financial Officer
of the Company since September 1997 and Treasurer of the Company since June
1995. Mr. Waggy joined the Company in June 1995 as Vice President of Finance and
Treasurer. Mr. Waggy is responsible for the Company's accounting and finance
functions. Prior to joining the Company, he was with Ernst & Young LLP.
8
<PAGE>
PROPOSAL 2 -- INDEPENDENT AUDITORS
The Board of Directors has selected KPMG LLP as the Company's independent
auditors for the year ending December 31, 1999 and has authorized that this
selection of independent auditors be submitted for ratification by the
stockholders at the annual meeting. KMPG LLP audited the Company's financial
statements for the year ended December 31, 1998. Representatives of KPMG LLP are
expected to be present at the annual meeting, will have the opportunity to make
a statement if they desire to do so and will be available to respond to
appropriate questions. If a majority of the shares voted at the annual meeting
do not vote for ratification of the selection of KPMG LLP, the Board of
Directors will reconsider such selection.
Management and the Board recommend a vote FOR this proposal.
Directors' Compensation
Directors who are not also employees of the Company or its subsidiaries or
affiliates receive a fee of $4,000 per meeting attended in person and a fee of
$2,000 per committee meeting attended in person, unless such committee meeting
is held on the same day as a meeting of the full Board. Telephonic meetings of
the Board and committees are compensable at the rate of $400. Directors who are
also employees of the Company or its subsidiaries or affiliates receive no
additional compensation for serving as directors. The Company reimburses all of
its directors for reasonable travel and out-of-pocket expenses in connection
with their attendance at meetings of the Board. The directors are eligible to
participate in the Stock Option Plan for Non-Employee Directors (the "Directors
Plan"). The Company has reserved 410,000 shares of Class A common stock to be
issued pursuant to the exercise of options granted under the Directors Plan.
Committees and Meetings
The Board has standing Executive, Audit, Compensation and Special
Compensation Committees. It does not have a nominating committee.
The Executive Committee was originally established to serve as a
representative committee of the Board to transact the ordinary business of the
Company when the full membership of the Board, or a quorum of the Board, cannot
reasonably be convened. The Company's bylaws, as amended, set the number of
Executive Committee members at four, all of whom are to be designated by the
holders of the Class B common stock, with such powers as may be delegated to it
by the unanimous vote of the entire Board. In accordance with the Stockholders
Agreement discussed below under "Certain Transactions," the four members of the
Executive Committee consist of two members designated by TCI Holdings and two
members designated by News Holdings. The Executive Committee currently consists
of Messrs. Bennett, Carey, Chernin and Howard.
9
<PAGE>
The Audit Committee was established to recommend selection of the Company's
independent auditors and to review the financial statements and reports of the
Company and the reports of the independent auditors. The Audit Committee
currently consists of Messrs. Bennett, Carey, Chernin and Howard.
The Compensation Committee was established to make recommendations
regarding compensation, including incentive compensation, stock bonus, stock
option, and other incentive or stock plans, and previously administered the
Company's Equity Incentive Plan. The Compensation Committee also reviews and
approves, subject to ratification by the Board, all compensation to the
executive officers. The Compensation Committee currently consists of Messrs.
Bennett, Carey, Chernin and Howard.
The Special Compensation Committee was established to grant awards under
the Company's Equity Incentive Plan and to make other compensation awards where
necessary in order to comply with the requirements of Section 162(m) of the
Code. The Special Compensation Committee currently consists of Messrs. Bennett,
Carey, Chernin, and Wargo.
Changes in the membership of Board Committees will be determined by the
Board after the various resignations and appointments.
During 1998, the Board held six meetings. Each director attended more than
75% of the aggregate number of Board meetings held during the year. The Audit
Committee met separately from the Board two times during 1998, the Compensation
Committee met separately two times, the Executive Committee did not meet
separately and the Special Compensation Committee met separately two times. Each
director attended more than 75% of the aggregate number of meetings of all
committees of the Board on which such director served.
10
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following Summary Compensation Table sets forth a summary of the
compensation paid by the Company during each of the fiscal years ended December
31, 1998, 1997 and 1996, to the Chief Executive Officer and four other most
highly compensated executive officers ("the Named Executive Officers"). During
the last three fiscal years, none of the Named Executive Officers received any
restricted stock awards or long-term incentive payouts nor did any of the Named
Executive Officers receive any other annual compensation.
<TABLE>
<CAPTION>
Long-Term
Compensation
Name and Annual Compensation Awards
----------------------------------- ------------- All Other
Principal Position(1) Year Salary($) Bonus($) Options(#)(2) Compensation($)(3)
<S> <C> <C> <C> <C> <C>
Gary S. Howard (4) 1998 $ 275,000 -- -- --
Chairman of the Board 1997 $ 215,480 $ 174,300 200,000 --
and Chief Executive Officer 1996 -- -- -- --
Peter C. Boylan III (5) 1998 $ 406,637 $ 325,000 200,000 $ 40,560
President and 1997 $ 323,091 $ 256,300 172,000 $ 16,025
Chief Operating Officer 1996 $ 259,721 $ 212,710 300,000 $ 21,571
Charles Butler Ammann 1998 $ 204,000 $ 115,000 40,000 $ 16,523
Senior Vice President, 1997 $ 180,000 $ 78,000 -- $ 7,843
Secretary and General Counsel 1996 $ 166,000 $ 25,000 28,000 $ 260
Craig M. Waggy 1998 $ 150,000 $ 115,000 50,000 $ 14,017
Senior Vice President, 1997 $ 115,667 $ 77,000 36,000 $ 5,371
Chief Financial 1996 $ 99,117 $ 46,170 28,000 $ 3,276
Officer and Treasurer
Toby DeWeese (6) 1998 $ 131,327 $ 50,000 -- $ 23,416
Vice President - Corporate 1997 $ 33,173 $ 10,000 40,000 --
Development 1996 -- -- -- --
</TABLE>
(1) The positions shown represent the positions held by such persons at the
end of 1998.
(2) All grants for 1998, 1997 and 1996 represent stock options to acquire
Class A common stock under the Company's Equity Incentive Plan. All amounts
have been adjusted for stock splits.
(3) 1998 includes (i) contributions under the Company's SERP and 401(k) Plans,
and (ii) the compensation component of term life insurance premiums,
respectively, as follows: Mr. Boylan, $39,502 and $578; Mr. Ammann, $15,890
and $495; Mr. Waggy, $13,687 and $225; and Mr. DeWeese, $3,347 and none. In
addition, the 1998 amount for Mr. DeWeese includes $20,069 of taxable
moving expense reimbursement.
(4) Mr. Howard joined the Company on June 1, 1997. The amounts presented for
annual compensation and bonus represent those amounts paid by the Company
to TCI for Mr. Howard's services.
(5) Effective December 4, 1998, Mr. Boylan's salary was increased to $550,000
per year. (6) Mr. DeWeese joined the Company on September 25, 1997.
11
<PAGE>
Option/SAR Grants in Last Fiscal Year
The following table sets forth information concerning options granted in
1998 to the Named Executive Officers.
<TABLE>
<CAPTION>
Percent Potential Potential
of Total Realizable Value Realizable Value
Options/SARS of Assumed Annual of Assumed Annual
Granted to Exercise or Rates of Stock Price Rates of Stock Price
Options Employees Base Price Expiration Appreciation for Appreciation for
Name Granted(#)in Fiscal Year (1) per Share Date Option Term - 5% Option Term - 10%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary S. Howard -- -- -- -- -- --
Peter C. Boylan III (2) 200,000 28.2% $16.625 02-08-08 $2,091,075 $5,299,194
Charles Butler
Ammann (2) 40,000 5.6% $16.625 02-08-08 $ 418,215 $1,059,839
Craig M. Waggy (2) 50,000 7.1% $16.625 02-08-08 $ 522,769 $1,324,798
Toby DeWeese -- -- -- -- -- --
</TABLE>
(1) Computation includes 30,000 options granted under the TV Guide, Inc.
(formerly United Video Satellite Group, Inc.) Stock Option Plan for
Non-Employee Directors.
(2) Incentive and non-qualified stock options to acquire shares of the
Company's Class A common stock.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Year-End Option/SAR Values
The following table sets forth information concerning options exercised in
1998 and outstanding options held by the Named Executive Officers as of December
31, 1998:
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options
December 31, 1998(#) at December 31, 1998($) (1)
- ------------------------------------------------------------------------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary S. Howard -- -- 40,000 / 160,000 $ 612,500 / $ 2,450,000
Peter C. Boylan III 28,304 $403,221 506,584 / 517,600 $ 8,582,154 / $ 5,772,200
Charles Butler Ammann -- -- 11,200 / 56,800 $ 194,600 / $ 571,900
Craig M. Waggy -- -- 18,400 / 95,600 $ 308,000 / $ 1,095,500
Toby DeWeese -- -- 8,000 / 32,000 $ 105,000 / $ 420,000
</TABLE>
(1) The value of unexercised in-the-money options is calculated based upon the
last reported sales price per share of the Company's Class A common stock
on the Nasdaq National Market on December 31, 1998 ($23.625), less the
exercise price.
12
<PAGE>
Compensation Committee Report
The report of the Compensation Committee of the Board (the "Compensation
Committee") shall not be deemed incorporated by reference by any general
statement incorporating by reference this Statement into any filing under the
Securities Act of 1933 or under the Securities Act of 1934, except to the extent
that the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.
On March 29, 1999, certain members of the Company's Board of Directors,
including certain members of its Compensation Committee, were replaced by
persons designated by News Corp. as provided for under the Stockholders
Agreement. See "Certain Transactions." Subsequent to that date, the Board of
Directors appointed two additional independent directors to the Board. The
following description relates to compensation reported by the Company for 1998
and is based upon the compensation program implemented by the Company's previous
Board of Directors and Compensation Committee. The Company currently is
undergoing a review of its compensation policies that could result in changes to
its compensation program. The following report is based upon information
available to the current members of the Compensation Committee about the
Company's compensation program as it was implemented prior to March 29, 1999, by
the previous members of the Compensation Committee.
Goals. The Company is committed to providing an executive compensation
program that promotes and supports the Company's mission and its stockholder
objectives. This commitment requires an executive compensation program that is
managed as an investment in the Company's executives. In return, these
executives are expected to contribute to the Company's successful financial
performance and help provide an above average return to its stockholders. The
Company's executive compensation program must also:
o Align the interests of the executives with those of the Company's
stockholders by focusing executives on achieving performance objectives that
enhance stockholder value on a continuing basis;
o Enable the Company to attract, retain and motivate high caliber executives
who are among the most skilled, talented and persistent individuals available
in a very competitive marketplace;
o Inspire executives to innovatively and aggressively pursue individual, team,
department and Company goals;
o Emphasize "pay for performance" by having a significant portion of our
executives' total compensation "at risk";
o Establish a general corporate atmosphere that encourages a willingness to
take calculated risks, undertake mutually supportive team efforts and develop
leadership to maintain a company that acts quickly and flexibly for the
benefit of its customers and stockholders; and
o Require each executive to own and maintain a meaningful equity interest in
the Company and together manage the business from the perspective of a
long-term investor and business owner.
13
<PAGE>
The Company's Executive Compensation Policy is implemented by the
Compensation Committee of its Board.
The Company has designed its executive compensation program using the above
objectives as its foundation. The following describes the components of this
program and how each relates to Company goals.
Base Salary. Base compensation for the Chief Executive Officer and the
Company's other executive officers in 1998, to the extent not specified by
employment agreements, was proposed by the Chairman and Chief Executive Officer
to the Compensation Committee. The Chairman and Chief Executive Officer arrived
at his proposal after consultation with the Company's President and Chief
Operating Officer, among others. The factors considered by the Chairman and
Chief Executive Officer in determining base compensation were largely based upon
historical compensation studies, but considered the goals stated above. The
salary levels proposed were evaluated by the Compensation Committee based upon
historical compensation studies and are intended to be consistent with
competitive practices (including companies with comparable market valuations,
lines of business and/or revenues) and level of responsibility (with salary
increases reflecting competitive and economic trends, the overall financial
performance of the Company and the performance of the individual executive).
Factors considered in gauging the Company's overall financial performance
include the Company's revenues and profits, but market performance of the
Company's common stock was not directly considered.
Annual Bonus. The Company regularly pays cash bonuses to its executive
officers. Bonuses for executive officers in 1998 were based on the
earnings-performance of the Company, the market performance of the Company's
Class A common stock and the attainment of specified goals, and were subject to
the review and approval of the Compensation Committee.
Stock Option Plan. Long-term management incentives are intended to be
provided by periodically granting stock options to executives. No specific
formulas are used in determining stock option grants. Factors taken into account
in awarding stock options are generally the same as those used in setting base
salaries and in awarding annual bonuses. The number of options previously
awarded to and held by executive officers is also reviewed in determining
current option grants. During 1998, three executive officers of the Company were
granted stock options due to the performance of the Company.
Stock Retention. The Company requires that all executives retain at least
10% of shares obtained through exercise of stock options. The Company believes
all stockholders benefit when the Company is managed with a goal of maximizing
the long-term return to stockholders. Stockholder return can only be maximized
when executives are stockholders and, therefore, also conduct business in their
own best self-interests.
Other Matters. Provisions of the Internal Revenue Code limit, with certain
exceptions, the deductibility by the Company for federal income tax purposes of
any Named Executive Officer's annual compensation exceeding $1,000,000. None of
the Company's current named executive officers have received otherwise
deductible compensation that would be subject to this limit and could do so at
current salary levels only in connection with the exercise of stock options or
payment of bonuses. The Company generally intends to comply with the
requirements of the Code for the available exemption from the $1,000,000
limitation, but it may not be practicable to do so in all cases. Accordingly,
the Company may, in its sole discretion, determine in one or more cases that it
is in the Company's best interests not to satisfy the requirements of the Code
for the exemption.
COMPENSATION COMMITTEE MEMBERS
Robert R. Bennett
Chase Carey
Peter Chernin
Gary S. Howard
14
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION IN COMPENSATION DECISIONS
Mr. Bennett, Mr. Howard and Mr. Romrell were Executive Vice Presidents of
TCI during 1998 and Mr. Bennett was the President and Chief Executive Officer of
Liberty during 1998. Liberty is a subsidiary of TCI. Leo J. Hindery, Jr. was a
member of the Compensation Committee prior to his resignation on March 8, 1999.
Prior to the merger of TCI and AT&T Corp. in March 1999, Mr. Hindery was
President and Chief Operating Officer of TCI. See "Certain Transactions" for
information regarding transactions between TCI and Liberty on the one hand and
the Company on the other.
Stock Price Performance Graph
The stock price performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this Statement
into any filing under the Securities Act of 1933 or under the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The graph below compares the cumulative return of the Company's Class A
common stock against the Total Return Index for the Nasdaq Stock Market (U.S.)
and a peer group which is comprised of the Total Return Index for the Nasdaq
Telecommunications Stocks, excluding telephone communications companies. The
cumulative return depicted is based upon an initial investment of $100 over the
period December 31, 1993 through December 31, 1998. The stock price performance
on the graph is not necessarily an indicator of future price performance.
The cumulative return of the Company's Class A common stock is based on the
last reported sale price of the Class A common stock as reported on the Nasdaq
National Market System on the last trading day of 1993 ($3.25) and the last
reported sale price of the Class A common stock as reported on on the last
trading day of 1998 ($23.625).
Five Year Total Cumulative Shareholder Return
[Performance Graph appears in this space]
December 31
----------------------------------------
1994 1995 1996 1997 1998
----- ----- ----- ----- -----
TV Guide, Inc. (formerly
United Video Satellite
Group, Inc.) $185 $208 $269 $442 $727
Nasdaq Stock Market (US $ 98 $138 $170 $208 $294
Companies) Index
Peer Group Index $ 83 $107 $89 $155 $241
Assumes $100 invested on December 31, 1993 in United Video Satellite Group, Inc.
Class A common stock, Nasdaq Stock Market (U.S. Companies) Index and Peer Group
Index.
15
<PAGE>
Certain Transactions
Stockholders Agreement. TCI, Liberty, TCI Holdings, News Corp., News
Holdings and the Company have entered into a Stockholders Agreement which
provides that, among other things, for so long as a stockholder or group of
related stockholders is entitled to designate at least one director to the
Company's Board, the other stockholder or group of related stockholders shall be
subject to certain restrictions on its ability to sell any of its shares of
common stock to an unaffiliated third party or to convert any of its shares of
Class B common stock to shares of Class A common stock unless it first offers
such common stock for sale to the non-transferring party. If the
non-transferring party elects not to purchase such common stock, the
transferring party will convert any Class B common stock to be sold into Class A
common stock prior to such sale unless such Class B common stock is to be sold
to a third party that has offered to purchase at least 12.5% of the aggregate
number of shares of Class B common stock outstanding. Pursuant to the
Stockholders Agreement, so long as there continues to be at least two
stockholders or groups of related stockholders that each own in the aggregate
30% or more of the outstanding Class B common stock, such stockholders or the
members of each such stockholder group will vote their shares of common stock on
all matters submitted to a vote of the Company's stockholders only as shall be
mutually agreed upon by such stockholders or stockholder groups and, if they are
unable to agree on how to vote with respect to any such proposal, they will each
be obligated to vote against such proposal. Under the Stockholders Agreement, a
stockholder or group of related stockholders is entitled to designate one
director for each 12.5% of the outstanding shares of Class B common stock owned
by such party (rounded to the nearest 12.5%, with more than 6.25% being rounded
up, and 6.25% or less being rounded down), and the other stockholders or group
of related stockholders will vote or cause to be voted all shares of common
stock owned by such party for the election of such designee(s) as director. In
addition, the Stockholders Agreement provides for certain registration rights
with respect to the resale of the Class A common stock owned by stockholders
that are parties to the Stockholders Agreement. Pursuant to the Stockholders
Agreement, the Parent (as defined in such Agreement) of each stockholder or
group of related stockholders that is entitled to designate at least one
director to the Company's Board pursuant to the Stockholders Agreement agrees
with and for the benefit of the Parent of each other stockholder or group of
related stockholders that is so entitled to designate at least one director to
the Company's Board that, for so long as there are at least two such
stockholders or stockholder groups, the Company will, subject to certain limited
exceptions, be the exclusive vehicle through which such Parent, directly or
indirectly through its controlled affiliates, conducts program guide businesses
(print, electronic or otherwise) worldwide. Currently, TCI and News Corp.
are each Parents within the meaning of the Stockholders Agreement.
Parent Agreement. News Corp., TCI and the Company are also parties to a
letter agreement, effective as of June 10, 1998 (The "Parent Agreement"),
pursuant to which, among other things, the parties agreed to negotiate in good
faith to enter into, or cause their affiliates to enter into, the following
agreements: (a) affiliation agreements between the Company and News Corp. (or a
controlled affiliate of News Corp.) with respect to the TV Guide Channel and TV
Guide Interactive; (b) affiliation agreements between the Company and TCI (or a
controlled affiliate of TCI) with respect to the TV Guide Channel and TV Guide
Interactive; and (c) carriage/marketing agreements for "TV Guide" branded
monthly and/or weekly cable and DTH guide magazines. In the case of the
carriage/marketing agreement between the Company and TCI, such agreement would
include, among other terms and conditions as the parties may mutually agree
upon, TCI's or its affiliate's agreement to convert TVSM monthly magazines for
cable systems controlled by TCI to weekly magazines, and as consideration
therefor, the agreement of a subsidiary of News Corp. to pay TCI or its designee
an aggregate sum of $10 million upon such conversion being effected.
16
<PAGE>
Continuing Services. Following the closing of the TV Guide acquisition, for
so long as News Corp. beneficially owns in the aggregate at least 12.5% of the
Class B common stock of the Company, News Corp. will continue to make available
to the businesses acquired in the TV Guide acquisition, at the Company's request
from time to time, services (including bulk paper procurement and the benefits
of certain agreements, to the extent permitted thereunder) consistent with past
practice, but in any event on terms no less favorable to the Company than "most
favored nation" terms, unless the Company shall otherwise agree, provided that
the right to use services that require the involvement of executives of News
Corp. will be subject to agreement upon allocation of costs (including services
of senior management). News Corp. and the Company have agreed to negotiate to
enter into a definitive services agreement containing the foregoing terms and
such other terms and conditions as may be customary or appropriate under the
circumstances.
Programming and Affiliation Agreements. In connection with the Netlink
acquisition, one of the companies acquired from Liberty entered into programming
and affiliation agreements with Satellite Services, Inc., a subsidiary of TCI
("SSI"), providing, among other things, for SSI to continue providing
programming for the Company's SMATV business to the extent permitted by SSI's
agreements with suppliers of programming services and pursuant to which SSI may
redistribute the Denver 6 service within the service area of certain of TCI's
cable systems. Pursuant to the Parent Agreement, as described above, News Corp.,
TCI and the Company agreed to negotiate in good faith to enter into, or cause
their affiliates to enter into, certain affiliation agreements and
carriage/marketing agreements. SSI and the Company have entered into an
affiliation agreement for the cable systems of certain of TCI's controlled
affiliates to carry TV Guide Interactive.
TCI and its consolidated affiliates purchased system integration services
and video program promotion and guide services from the Company totaling
$516,000 and $9.1 million, respectively during 1998. The Company purchased $43.7
million of programming and production services from TCI and its consolidated
affiliates during 1998.
Trademark License Agreements. Pursuant to the Parent Agreement described
above, News Corp. agreed to cause the termination of certain licenses granting
it and its affiliates the right to use the TV Guide brand or associated
trademarks. It is contemplated that the Company may license to News Corp., TCI
or their respective affiliates, on terms to be agreed upon, the right to use the
TV Guide brand and associated trademarks in connection with the Company's
products or services or other arrangements for the benefit of the Company's
products or services.
Purchase of Intellectual Property. At the closing of the TV Guide
acquisition, TCI sold to the Company all of TCI's right, title and interest in
and to any intellectual property of or arising out of the joint venture formerly
known as TV Guide On Screen for $3,500,000.
Advertising Revenues. For the fiscal year ended June 30, 1998, the
businesses acquired in the TV Guide acquisition earned approximately 13.2% of
their advertising revenues from News Corp. affiliates.
See also "Executive Compensation -- Compensation Committee Interlocks and
Insider Participation in Compensation Decisions."
17
<PAGE>
OTHER BUSINESS
The Company does not anticipate that any other matters will be brought
before the Meeting. However, if any additional matters shall properly come
before the annual meeting, it is intended that the persons authorized under
proxies may, in the absence of instructions to the contrary, vote or act thereon
in accordance with their best judgment.
BY THE BOARD OF DIRECTORS
/s/ Peter C. Boylan III
Peter C. Boylan III
President and Chief Operating Officer
Tulsa, Oklahoma
July 6, 1999
<PAGE>
APPENDIX - FORM OF PROXY
PROXY
COMMON STOCK
TV GUIDE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders - July 29, 1999
The undersigned hereby appoints Peter C. Boylan III and Charles B. Ammann, or
either of them, with full power of substitution in each, proxies to vote all
stock of the undersigned in TV Guide, Inc. at the annual meeting of Shareholders
to be held at the Southern Hills Marriott Hotel, 1902 East 71st Street South,
Tulsa, Oklahoma, on July 29, 1999, at 10:00 a.m., local time, and at any and all
adjournments thereof, upon the matter of the election of directors, the proposal
referred to in Item 2 of this proxy and any other business that may properly
come before the annual meeting.
Shares will be voted as specified. IF NO SPECIFICATION IS MADE, SHARES WILL BE
VOTED TO ELECT THE DIRECTORS AS PROPOSED AND IN FAVOR OF PROPOSAL 2. The proxies
or substitutes may vote accordingly in their discretion upon any other business
that may properly come before the annual meeting or any adjournments thereof.
--- Please mark your
| X | vote as in this
--- example
1. ELECTION OF DIRECTORS: Nominees: Joachim Kiener, Peter C. Boylan III,
Robert R. Bennett, Chase Carey, Peter Chernin, Nicholas Donatiello, Jr., Gary
S. Howard, Larry E. Romrell and J. David Wargo.
VOTE FOR VOTE WITHHELD
All nominees from all nominees
-- --
|--| |--|
To withhold authority to vote for any nominee, write that nominee's name on the
space below.
----------------------------
<PAGE>
2. To ratify and approve the appointment of KPMG LLP as the independent auditors
to audit the financial statements of the Company for the fiscal year ending
December 31, 1999.
FOR AGAINST ABSTAIN
-- -- --
|--| |--| |--|
Please mark, sign, date and return this proxy card promptly.
SIGNATURE __________________________ DATE ________________
SIGNATURE __________________________ DATE ________________
NOTE: Please sign this proxy exactly as your name appears hereon, including the
title "Executor", "Trustee", etc., if same is indicated. If joint account, each
joint owner should sign. If stock is held by a corporation, this proxy should be
executed by a proper officer thereof.
