SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2000
TV Guide, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-22662 73-1290412
(Commission File Number) (I.R.S. Employer Identification No.)
7140 South Lewis Avenue
Tulsa, Oklahoma 74136-5422
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (918) 488-4000
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Item 1. Changes in Control of Registrant.
TV Guide, Inc., a Delaware corporation ("TV Guide"), Gemstar International
Group Limited, a British Virgin Islands corporation, and G Acquisition
Subsidiary Corp., a Delaware corporation ("Sub"), entered into an Agreement and
Plan of Merger dated as of October 4, 1999 (the "Merger Agreement") providing
for the merger of Sub with and into TV Guide, with TV Guide being the surviving
corporation (the "Merger"). On July 12, 2000, the Merger was closed and
Gemstar-TV Guide International, Inc., a Delaware corporation ("Gemstar"),
acquired all of the outstanding common stock of TV Guide and TV Guide
stockholders received 0.6573 of a share of Gemstar common stock for each share
of TV Guide common stock outstanding at the time of the Merger. An aggregate of
200,426,371 Gemstar shares were issued to the stockholders of TV Guide in the
Merger. In addition, Gemstar assumed all options to purchase TV Guide common
stock outstanding under TV Guide's option plans.
Immediately prior to the Merger, Liberty Media Corporation, a wholly owned
subsidiary of AT&T Corp., and The News Corporation Limited each directly or
indirectly owned approximately 44% of the issued and outstanding common stock of
TV Guide representing approximately 98% (approximately 49% each) of the total
voting power of TV Guide common stock.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
2.1 Merger Agreement (and amendment thereto)(1)
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(1) Incorporated by reference from Current Report on Form 8-K of Gemstar
International Group Limited, Commission File Number 0-26878, filed February
8, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 14, 2000
TV Guide, Inc.
By: /s/ Craig M. Waggy
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Craig M. Waggy
Senior Vice President and
Chief Financial Officer
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