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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
(Amendment No. 2)
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
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GEMSTAR-TV GUIDE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26878 95-4782077
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
135 North Los Robles Avenue,
Suite 800
Pasadena, California 91101
(Address of Principal Executive
Offices and Zip Code)
(626) 792-5700
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On October 4, 1999, Gemstar International Group Limited ("Gemstar") and TV
Guide, Inc., a Delaware corporation ("TV Guide"), announced that they had
entered into an Agreement and Plan of Merger, under which Gemstar would acquire
TV Guide. On July 12, 2000 the merger was consummated and TV Guide became a
wholly-owned subsidiary of Gemstar. In connection with the closing of the
merger, on July 12, 2000 Gemstar changed its name to "Gemstar-TV Guide
International, Inc." (the "Company").
On July 24, 2000, the Company filed a Current Report on Form 8-K related to
the above merger. On August 11, 2000, the Company filed an Amended Current
Report on Form 8-K/A, which, among other things, incorporated by reference TV
Guide's audited historical financial information as of December 31, 1999 and
1998, and for each of the years in the three year period ended December 31,
1999, incorporated by reference TV Guide's unaudited historical financial
information as of March 31, 2000 and for the three months ended March 31, 2000
and 1999, and included unaudited pro forma financial information of the Company
as of and for the year ended March 31, 2000.
This Amended Current Report on Form 8-K/A incorporates by reference TV Guide's
unaudited historical financial information as of June 30, 2000 and for the six
months ended June 30, 2000 and 1999, and includes unaudited pro forma financial
information of the Company as of and for the three months ended June 30, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
TV Guide's unaudited condensed consolidated balance sheet as of June
30, 2000 and the related unaudited condensed consolidated statements of income
and cash flows for the six months ended June 30, 2000 and 1999, are incorporated
herein by reference to TV Guide's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000 (File No. 0-22662).
(b) PRO FORMA FINANCIAL INFORMATION.
Unaudited pro forma financial information of the Company as of and for
the three months ended June 30, 2000 is filed as Exhibit 99.1.
(c) EXHIBITS.
Exhibit No. Description
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99.1 Unaudited Pro Forma Condensed Combined Financial Statements
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 6, 2000
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
/s/ STEPHEN A. WEISWASSER
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Stephen A. Weiswasser
Executive Vice President
and General Counsel
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INDEX OF EXHIBITS
Exhibit No. Description
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99.1 Unaudited Pro Forma Condensed Combined Financial Statements
