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, 1999
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:
TV GUIDE, 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
1
<PAGE>
TV GUIDE, INC.
401(k) Plan
Financial Statements
and Supplemental Schedule
TABLE OF CONTENTS
Page
Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 1999 and 1998 4
Statements of Changes in Net Assets Available for Benefits -
Years Ended December 31, 1999 and 1998 5
Notes to Financial Statements 6-12
Schedule
Schedule of Assets Held for Investment Purposes at
End of Year - December 31, 1999 1
All other schedules required 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.
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator
TV Guide, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of TV Guide, Inc. 401(k) Plan (the "Plan") as of December 31,
1999 and 1998, 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 TV Guide, Inc. 401(k) Plan as of December 31, 1999 and 1998, 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 schedule of
assets held for investment purposes at end of year as of December 31,
1999 is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is 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 schedule has been subjected to
the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
KPMG LLP
Tulsa, Oklahoma
May 4, 2000
3
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TV GUIDE, INC.
401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
---- ----
Assets
------
Cash $ 28,894 $ --
Investments at fair value:
Money market funds -- 1,484,555
Common/collective trust funds 27,390,672 8,508,019
Mutual funds 36,901,833 9,187,752
Common stock 3,128,535 717,430
Preferred stock 402,425 --
Participant loans 1,667,167 302,848
----------- -----------
Total investments 69,490,632 20,200,604
Receivables:
Employee contributions receivable 495,375 180,265
Employer contributions receivable 336,150 141,211
Accrued income 616 3,000
----------- -----------
Total receivables 832,141 324,476
----------- -----------
Net assets available for benefits $70,351,667 $20,525,080
=========== ===========
See accompanying notes to financial statements.
4
<PAGE>
TV GUIDE, INC.
401(k) PLAN
Statements of Changes in Net Assets
Available for Benefits
Years Ended December 31, 1999 and 1998
1999 1998
---- ----
Additions to net assets available for
benefits attributed to:
Investment income:
Net appreciation in fair value
of investments $ 7,157,390 $ 3,180,934
Interest 23,379 29,862
Dividends 1,025,056 561,808
----------- -----------
Total investment income 8,205,825 3,772,604
Contributions:
Employee contributions 2,709,188 1,990,159
Employer contributions 1,421,205 1,176,375
----------- -----------
Total contributions 4,130,393 3,166,534
Transfer of assets from the
TV Guide Savings Plan 40,280,309 --
----------- -----------
Total additions 52,616,527 6,939,138
Deductions from net assets available
for benefits attributed to:
Benefits paid to participants 2,751,064 1,548,428
Other, net 38,876 27,119
----------- -----------
Total deductions 2,789,940 1,575,547
----------- -----------
Net increase in net assets
available for benefits 49,826,587 5,363,591
Net assets available for benefits:
Beginning of year 20,525,080 15,161,489
----------- -----------
End of year $70,351,667 $20,525,080
=========== ===========
See accompanying notes to financial statements.
5
<PAGE>
TV GUIDE, INC.
401(k) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Description of Plan
The following description of the TV Guide, Inc. 401(k) Plan (the
"Plan"), formerly the United Video Satellite Group, Inc. 401(k)
Plan, provides only general information. Participants should
refer to 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 TV Guide, 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.).
On March 1, 1999, United Video Satellite Group, Inc. acquired
from a subsidiary of The News Corporation Limited the stock
of certain corporations (collectively, "TV Guide Magazine"),
which publish TV Guide Magazine and other printed television
program listing guides. Concurrently, United Video Satellite
Group, Inc. changed its name to TV Guide, Inc. ("TV Guide" or
the "Company"). Effective March 1, 1999, TV Guide adopted
the TV Guide Savings Plan. The TV Guide Savings Plan covered
all employees of TV Guide Magazine, including those who were
previously participants in, or eligible to participate in,
the News America Savings Plan. On December 1, 1999, the TV
Guide Savings Plan was merged with the United Video Satellite
Group, Inc. 401(k) Plan, with the United Video Satellite
Group, Inc. 401(k) Plan as the survivor. The net assets of
the TV Guide Savings Plan were subsequently transferred into
the United Video Satellite Group, Inc. 401(k) Plan, and the
Plan changed its name to the TV Guide, Inc. 401(k) Plan.
(b) Contributions
Participants can elect to contribute, through payroll
deductions, from 1% to 15% of pre-tax compensation,
as defined by the Plan, subject to annual limitations
outlined by the Internal Revenue Service. 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, 1999 and 1998, 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.
6
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TV GUIDE, 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 each of 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. This option was available through November
30, 1999.
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 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. This option was available
through November 30, 1999.
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. This option was available through
November 30, 1999.
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. This option was
available through November 30, 1999.
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. This option
was available through November 30, 1999.
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. This
option was available through November 30, 1999.
7
<PAGE>
TV GUIDE, INC.
401(k) PLAN
Notes to Financial Statements, Continued
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. This option was available through November
30, 1999.
TV Guide Stock Fund -- invests primarily in shares of TV
Guide, Inc. common stock. 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.
Merrill Lynch Retirement Preservation Trust -- invests
primarily in a broadly diversified portfolio of Guaranteed
Investment Contracts (GICs, including BICs, synthetic GICs
and separate accounts) as well as in obligations of U.S.
Government and U.S. Government agency securities. The
trust also invests in high-quality money market
securities. This option was available effective December
1, 1999.
PIMCO High Yield Fund -- invests at least 65% of its assets
in a diversified portfolio of lower-rated fixed-income
securities. The remainder of the fund's assets may be
invested in investment-grade fixed-income securities. The
fund may also invest in U.S. dollar-denominated foreign
securities. This option was available effective December
1, 1999.
PIMCO Total Return Fund Class A -- invests at least 65% of
its assets in a diversified portfolio of fixed-income
securities of varying maturities. The holdings will be
concentrated in areas of the bond market which fund
management believes to be relatively undervalued. This
option was available effective December 1, 1999.
Dreyfus Premier Balanced Fund Class A -- allocates
approximately 60% of its assets to common stocks and 40% to
bonds, however, these percentages may vary. The fund seeks
to invest in common stocks which together will provide a
higher total return than the S&P 500 Index. The bond
portion of the fund is normally invested in dollar-
denominated fixed-income obligations of domestic and
foreign issuers. This option was available effective
December 1, 1999.
Massachusetts Investors Trust -- invests primarily in a
conservative portfolio of equity securities selected for
their high or improving investment quality. The fund may
also invest in foreign securities. This option was
available effective December 1, 1999.
Alliance Technology Fund Class A -- normally invests at
least 80% of the fund's assets in securities expected to
benefit from technological advances and improvements. The
fund may write and purchase listed call options and
purchase listed and unlisted securities and may invest up
to 10% of its total assets in foreign securities. This
option was available effective December 1, 1999.
8
<PAGE>
TV GUIDE, INC.
401(k) PLAN
Notes to Financial Statements, Continued
Davis New York Venture Fund Class A -- invests primarily in
common stocks and equity securities of companies with
market capitalizations of at least $250 million, although
it can invest in issues of smaller-capitalization
companies. The fund may also invest in foreign securities.
This option was available effective December 1, 1999.
Pilgrim International Value Fund -- invests primarily in
foreign companies with market capitalizations greater than
$1 billion, but it may hold up to 25% of its assets in
companies with smaller market capitalizations. Under
normal circumstances, the fund will invest at least 65% of
its total assets in securities of companies located in at
least three countries other than the U.S. This option was
available effective December 1, 1999.
Pioneer Growth Shares Fund -- invests in common stocks,
preferred stocks, bonds and convertible securities. The
fund may also invest in the securities of foreign issuers.
This option was available effective December 1, 1999.
Van Kampen American Value Fund Class B -- invests in the
equity securities and interests of small-to-medium-size
U.S. companies thought to be relatively undervalued. The
fund may also invest in foreign securities. This option was
available effective December 1, 1999.
The News Corporation Limited Common Stock Fund -- invests
primarily in shares of The News Corporation Limited common
stock. This fund is frozen and no new monies may be added.
The News Corporation Limited Preferred Stock Fund --
invests primarily in shares of The News Corporation Limited
preferred stock. This fund is frozen and no new monies may
be added.
(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.
(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 1999 and 1998.
9
<PAGE>
TV GUIDE, INC.
401(k) PLAN
Notes to Financial Statements, Continued
(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.
(f) Newly Issued Accounting Pronouncements
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for
and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters (SOP 99-3). SOP 99-3
simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999. The
Plan adopted SOP 99-3 during the Plan year ending December
31, 1999. Accordingly, information previously required to be
disclosed about participant-directed fund investment programs
is not presented in the Plan's 1999 financial statements.
The Plan's 1998 financial statements have been reclassified
to conform with the current year's presentation.
10
<PAGE>
TV GUIDE, INC.
401(k) PLAN
Notes to Financial Statements, Continued
(3) Investments
The following table presents the fair values of individual
investments at December 31, 1999 and 1998:
1999 1998
---- ----
Merrill Lynch Retirement Reserves
Fund; 1,484,555 shares at $1.00
per share December 31, 1998 $ -- $ 1,484,555
Merrill Lynch Equity Index Trust;
151,224 shares at $101.20 per
share and 101,380 shares at
$83.92 per share at December 31,
1999 and 1998, respectively 15,303,905 8,508,019
Merrill Lynch Investment Grade
Corporate Bond Fund; 136,557
shares at $11.67 per share at
December 31, 1998 -- 1,593,622
Merrill Lynch Capital Fund;
17,795 shares at $34.36 per
share at December 31, 1998 -- 611,440
Aim Value Fund; 107,845 shares
at $40.19 per share at
December 31, 1998 -- 4,334,298
Aim Equity Constellation Fund;
38,722 shares at $30.52 per
share at December 31, 1998 -- 1,181,780
Templeton Foreign Fund; 68,317
shares at $8.39 per share at
December 31, 1998 -- 573,178
Seligman Communications and
Information Fund; 29,074
shares at $30.73 per
share at December 31, 1998 -- 893,434
TV Guide, Inc. Class A Common
Stock; 67,325 shares at
$43.00 per share and 30,367
shares at $23.63 per share at
December 31, 1999 and 1998,
respectively 2,894,970 717,430
The News Corporation Limited
Common Stock; 6,985 shares at
$33.44 per share at
December 31, 1999 233,565 --
The News Corporation Limited
Preferred Stock; 10,521 shares
at $38.25 per share at
December 31, 1999 402,425 --
Alliance Technology Fund Class
A; 16,662 shares at $128.47
per share at December 31, 1999 2,140,561 --
Massachusetts Investors Trust;
279,697 shares at $20.95 per
share at December 31, 1999 5,859,651 --
Merrill Lynch Retirement
Preservation Trust; 12,086,767
shares at $1.00 per share at
December 31, 1999 12,086,767 --
Pilgrim International Value Fund
Class A; 167,168 shares at
$17.03 per share at December
31, 1999 2,846,868 --
Van Kampen American Value Fund
Class B; 11,291 shares at
$23.05 per share at December
31, 1999 260,259 --
Pioneer Growth Shares Fund;
303,001 shares at $20.16
per share at December 31,
1999 6,108,497 --
Dreyfus Premier Balanced Fund
Class A; 466,843 shares at
$15.49 per share at December
31, 1999 7,231,393 --
PIMCO High Yield Fund; 24 shares
at $10.68 per share at
December 31, 1999 254 --
PIMCO Total Return Fund Class A;
218,109 shares at $9.90 per
share at December 31, 1999 2,159,278 --
Davis New York Venture Fund Class
A; 357,965 shares at $28.76 per
share at December 31, 1999 10,295,072 --
Participant loans 1,667,167 302,848
----------- -----------
$69,490,632 $20,200,604
=========== ===========
11
<PAGE>
TV GUIDE, 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, 1999 and 1998:
1999 1998
---- ----
Common/collective trust funds $1,845,890 $1,876,102
Mutual funds 2,576,253 1,062,653
Common stock 2,454,090 242,179
Preferred stock 281,157 --
---------- ----------
$7,157,390 $3,180,934
========== ==========
(4) Tax 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 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 1999 and 1998 financial
statements and the amounts reported in Form 5500.
(7) Subsequent Event
On March 17, 2000, the stockholders of TV Guide and Gemstar
International Group Limited ("Gemstar") voted to approve the
merger of G Acquisition Subsidiary Corp., a wholly owned
subsidiary of Gemstar, and TV Guide. In the merger, TV Guide will
become a wholly owned subsidiary of Gemstar, and TV Guide
stockholders, including the Plan, will receive 0.6573 of a share
of Gemstar common stock for each share of TV Guide common stock
outstanding at the time of the merger. Completion of the merger
transaction is subject to regulatory approval.
12
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SUPPLEMENTAL SCHEDULE
Schedule 1
TV GUIDE, INC.
401(k) PLAN
Schedule of Assets Held For Investment
Purposes At End of Year
December 31, 1999
<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:
Equity Index Trust Common/collective trust $14,556,122 $15,303,905
Retirement Preservation Fund Common/collective trust 12,086,767 12,086,767
PIMCO
High Yield Fund Mutual fund 256 254
Total Return Fund Class A Mutual fund 2,178,699 2,159,278
Pilgrim International Value Fund
Class A Mutual fund 2,607,558 2,846,868
Van Kampen American Value Fund
Class B Mutual fund 250,595 260,259
Pioneer Growth Shares Fund Mutual fund 6,087,411 6,108,497
Dreyfus Premier Balanced Fund
Class A Mutual fund 7,301,662 7,231,393
Alliance Technology Fund Class A Mutual fund 1,897,639 2,140,561
Massachusetts Investors Trust Mutual fund 5,726,007 5,859,651
Davis New York Venture Fund
Class A Mutual fund 9,860,285 10,295,072
* TV Guide, Inc.
Class A Common Stock Common stock 2,084,032 2,894,970
* The News Corporation Limited
Common Stock Common stock 80,611 233,565
* The News Corporation Limited
Preferred stock Preferred stock 121,268 402,425
* Participant Loans (7%-10%) 1,667,167 1,667,167
----------- -----------
$66,506,079 $69,490,632
=========== ===========
</TABLE>
* Party-in-Interest
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.
TV GUIDE, INC.
401(k) Plan
DATE: June 27, 2000 By: /s/ Peter C. Boylan III
------------------------------
Peter C. Boylan III
Member, TV Guide, Inc.
401(k) Plan
Administrative Committee
14
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23 Consent of KPMG LLP
15
<PAGE>
