SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A*
Under the Securities Exchange Act of 1934
USA Interactive (formerly USA Networks, Inc.)
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
902984 10 3
(CUSIP Number)
Charles Y. Tanabe, Esq. Pamela S. Seymon, Esq. George E. Bushnell III, Esq.
Senior Vice President and General Wachtell, Lipton, Rosen & Katz Vivendi Universal
Counsel 51 West 52nd Street 375 Park Avenue
Liberty Media Corporation New York, New York 10019 New York, New York 10152
12300 Liberty Boulevard (212) 403-1000 (212) 572-7000
Englewood, CO 80112
(720) 875-5400
(Name, Address and Telephone Number of Persons Authorized
to receive Notices and Communications)
June 27, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [__]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
* Note: This statement constitutes Amendment No. 11 of the Report on
Schedule 13D of the reporting group consisting of Liberty Media
Corporation, Barry Diller, Vivendi Universal Canada Inc. (formerly The
Seagram Company Ltd.), Vivendi Universal, S.A., Universal Studios, Inc.
and the BDTV Entities. This statement also constitutes Amendment No. 6
of a Report on Schedule 13D of Liberty Media Corporation, Amendment No.
21 of a Report on Schedule 13D of Barry Diller, Amendment No. 11 of a
Report on Schedule 13D of Vivendi Universal Canada Inc. (formerly The
Seagram Company Ltd.) and Universal Studios, Inc., Amendment No. 5 of a
Report on Schedule 13D of Vivendi Universal, S.A., Amendment No. 17 of
a Report on Schedule 13D of BDTV INC., Amendment No. 15 of a Report on
Schedule 13D of BDTV II INC., Amendment No. 12 of a Report on Schedule
13D of BDTV III INC. and Amendment No. 11 of a Report on Schedule 13D
of BDTV IV INC.
1 of 17
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Liberty Media Corporation
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 195,715,369 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 195,715,369 shares
(11) Aggregate Amount Beneficially Owned by Each 195,715,369 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and
shares beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.5%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 47,120,888 shares of Common Stock which are
currently exercisable by Mr. Diller. Because each share of Class B
Common Stock generally is entitled to ten votes per share and each
share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the
Company representing approximately 70.5% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Vivendi Universal Canada Inc. (formerly The Seagram Company Ltd.)
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Canada
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 195,715,369 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 195,715,369 shares
(11) Aggregate Amount Beneficially Owned by Each 195,715,369 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X].Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and
shares beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.5%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 47,120,888 shares of Common Stock which are
currently exercisable by Mr. Diller. Because each share of Class B
Common Stock generally is entitled to ten votes per share and each
share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the
Company representing approximately 70.5% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Vivendi Universal, S.A.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
France
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 195,715,369 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 195,715,369 shares
(11) Aggregate Amount Beneficially Owned by Each 195,715,369 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and
shares beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.5%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 47,120,888 shares of Common Stock which are
currently exercisable by Mr. Diller. Because each share of Class B
Common Stock generally is entitled to ten votes per share and each
share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the
Company representing approximately 70.5% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Universal Studios, Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 195,715,369 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 195,715,369 shares
(11) Aggregate Amount Beneficially Owned by Each 195,715,369 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X).
Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and
shares beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.5%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 47,120,888 shares of Common Stock which are
currently exercisable by Mr. Diller. Because each share of Class B
Common Stock generally is entitled to ten votes per share and each
share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the
Company representing approximately 70.5% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
5 of 17
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Barry Diller
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 195,715,369 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 195,715,369 shares
(11) Aggregate Amount Beneficially Owned by Each 195,715,369 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and
shares beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.5%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 47,120,888 shares of Common Stock which are
currently exercisable by Mr. Diller. Because each share of Class B
Common Stock generally is entitled to ten votes per share and each
share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the
Company representing approximately 70.5% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
IN
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)[_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 195,715,369 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 195,715,369 shares
(11) Aggregate Amount Beneficially Owned by Each 195,715,369 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and
shares beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.5%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 47,120,888 shares of Common Stock which are
currently exercisable by Mr. Diller. Because each share of Class B
Common Stock generally is entitled to ten votes per share and each
share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the
Company representing approximately 70.5% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
7 of 17
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV II INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 195,715,369 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 195,715,369 shares
(11) Aggregate Amount Beneficially Owned by Each 195,715,369 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and
shares beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.5%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 47,120,888 shares of Common Stock which are
currently exercisable by Mr. Diller. Because each share of Class B
Common Stock generally is entitled to ten votes per share and each
share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the
Company representing approximately 70.5% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
8 of 17
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV III INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 195,715,369 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 195,715,369 shares
(11) Aggregate Amount Beneficially Owned by Each 195,715,369 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and
shares beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.5%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 47,120,888 shares of Common Stock which are
currently exercisable by Mr. Diller. Because each share of Class B
Common Stock generally is entitled to ten votes per share and each
share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the
Company representing approximately 70.5% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
9 of 17
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV IV INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 195,715,369 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 195,715,369 shares
(11) Aggregate Amount Beneficially Owned by Each 195,715,369 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and
shares beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.5%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 47,120,888 shares of Common Stock which are
currently exercisable by Mr. Diller. Because each share of Class B
Common Stock generally is entitled to ten votes per share and each
share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the
Company representing approximately 70.5% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement of
LIBERTY MEDIA CORPORATION,
BARRY DILLER,
UNIVERSAL STUDIOS, INC.,
VIVENDI UNIVERSAL CANADA INC. (FORMERLY THE SEAGRAM COMPANY LTD.),
VIVENDI UNIVERSAL, S.A.,
BDTV INC.,
BDTV II INC.,
BDTV III INC.
and
BDTV IV INC.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
USA INTERACTIVE (formerly USA Networks, Inc.)
This Report on Schedule 13D relates to the common stock, par value $.01
per share (the "Common Stock"), of USA Interactive, a Delaware corporation
(formerly "USA Networks, Inc.") ("USA" or the "Company"). The Reports on
Schedule 13D, as amended and supplemented, originally filed with the Commission
by (i) the reporting group (the "Reporting Group") consisting of Liberty Media
Corporation, a Delaware corporation ("Liberty"), Mr. Barry Diller, Universal
Studios, Inc., a Delaware corporation ("Universal"), Vivendi Universal Canada
Inc. (formerly The Seagram Company Ltd.), a Canadian corporation ("VU Canada"),
Vivendi Universal, S.A., a societe anonyme organized under the laws of the
Republic of France ("Vivendi Universal"), BDTV INC., a Delaware corporation
("BDTV"), BDTV II INC., a Delaware corporation ("BDTV II"), BDTV III INC., a
Delaware corporation ("BDTV III"), and BDTV IV INC., a Delaware corporation
("BDTV IV") (each, a "Reporting Person"), on February 24, 1998 (the "Reporting
Group Schedule 13D"), (ii) Liberty on July 19, 1999 (the "Liberty Schedule
13D"), (iii) Mr. Diller on August 29, 1995 (the "Barry Diller Schedule 13D"),
(iv) Universal and VU Canada on February 24, 1998 (the "Universal Schedule
13D"), (v) BDTV on August 16, 1996 (the "BDTV Schedule 13D"), (vi) BDTV II on
December 24, 1996 (the "BDTV II Schedule 13D"), (vii) BDTV III on July 28, 1997
(the "BDTV III Schedule 13D"), (viii) BDTV IV on February 24, 1998 (the "BDTV IV
Schedule 13D"), and (ix) Vivendi Universal on August 2, 2001 (the "Vivendi
Schedule 13D") are each hereby amended and supplemented to include the
information set forth herein. This Report on Schedule 13D constitutes Amendment
No. 11 to the Reporting Group Schedule 13D, Amendment No. 6 to the Liberty
Schedule 13D, Amendment No. 21 to the Barry Diller Schedule 13D, Amendment No.
11 to the Universal Schedule 13D, Amendment No. 5 to the Vivendi Schedule 13D,
Amendment No. 17 to the BDTV Schedule 13D, Amendment No. 15 to the BDTV II
Schedule 13D, Amendment No. 12 to the BDTV III Schedule 13D and Amendment No. 11
to the BDTV IV Schedule 13D. The Reporting Group Schedule 13D, the Liberty
Schedule 13D, the Barry Diller Schedule 13D, the Universal Schedule 13D, the
Vivendi Schedule 13D, the BDTV Schedule 13D, the BDTV II Schedule 13D, the BDTV
III Schedule 13D and the BDTV IV Schedule 13D (each, as amended) are
collectively referred to as the "Schedule 13D." Capitalized terms not defined
herein have the meanings given to such terms in the prior Reports on Schedule
13D referred to in this paragraph.
Information contained herein with respect to each Reporting Person and
its executive officers, directors and controlling persons is given solely by
such Reporting Person, and no other Reporting Person has responsibility for the
accuracy or completeness of information supplied by such other Reporting Person.
11 of 17
ITEM 2. Identity and Background
On July 3, 2002, Jean-Rene Fourtou replaced Jean-Marie Messier as
Chairman and CEO of Vivendi Universal. Schedules 1 and 5 are incorporated herein
by reference and amend and restate Schedules 1 and 5 to the Schedule 13D,
respectively, in their entirety.
ITEM 3. Source and Amount of Funds or Other Consideration
The information contained in Items 5 and 6 of this Schedule 13D is
hereby incorporated by reference herein.
ITEM 4. Purpose of the Transaction
The information contained in Items 5 and 6 of this Schedule 13D is
hereby incorporated by reference herein.
Depending on market conditions and other factors, and subject to any
restrictions described in Items 5 and 6 or contained in the agreements attached
as Exhibits hereto or as previously filed as exhibits to this Schedule 13D, the
Reporting Persons or their respective subsidiaries may purchase additional
shares of Common Stock in the open market or in private transactions.
Alternatively, depending on market conditions and other factors, and subject to
any restrictions described in Items 5 or 6 or contained in the agreements
attached as Exhibits hereto or previously filed as exhibits to this Schedule
13D, the Reporting Persons or their respective subsidiaries may sell all or some
of their shares of Common Stock.
Except as described in Items 5 and 6 or contained in the agreements
attached as Exhibits hereto or previously filed as exhibits to this Schedule
13D, neither any Reporting Person nor, to the best of their knowledge, any of
their respective directors or officers has plans or proposals that relate to or
would result in any of the actions set forth in clauses (a) through (j) of Item
4.
ITEM 5. Interest in Securities of the Issuer
The information contained in Item 6 of this Schedule 13D is hereby
incorporated by reference herein.
The information contained in Item 5 of this Schedule 13D is hereby
amended and supplemented by adding the following information:
As previously disclosed, the Company and Liberty HSN, Inc., an indirect
wholly owned subsidiary of Liberty ("Liberty HSN"), are parties to that certain
Exchange Agreement (the "Exchange Agreement"), dated as of December 20, 1996,
relating to the exchange, subject to certain restrictions, by Liberty HSN, or
its transferee, of shares of common stock of Home Shopping Network, Inc. ("HSN")
and shares of Class B common stock of HSN for shares of Common Stock or Class B
Common Stock, respectively. Liberty HSN transferred to its wholly owned
subsidiary, Liberty HSN II, Inc. ("Liberty HSN II"), 702.66808 shares of common
stock of HSN (the "Liberty HSN Common Shares") and 29.56564 shares of Class B
common stock of HSN (the "Liberty HSN Class B Shares"), which shares constituted
all of the shares of common stock of HSN and Class B common stock of HSN owned
by Liberty.
Following the sale on August 21, 2001 of its television broadcast
stations and associated broadcast licenses (the "Station Sale"), the Company
informed Liberty that as a result of the Station Sale, Liberty is permitted
under FCC regulations to own shares of Common Stock issuable upon exchange of
its HSN shares.
On June 27, 2002, the Company and Liberty completed the exchange (the
"Exchange") contemplated by the Exchange Agreement. In order to consummate the
Exchange, the Company, Liberty, Liberty HSN and Liberty HSN II entered into a
separate exchange agreement and Liberty HSN II delivered the Liberty HSN Common
Shares and the Liberty HSN Class B Shares to the Company in exchange for an
aggregate of 31,620,063 shares of Common Stock and 1,596,544 shares of Class B
Common Stock, respectively.
12 of 17
The effect of the Exchange is that Liberty's interest in the Company is
now comprised solely of shares of USA, and each of USANi LLC and HSN are direct
and indirect wholly owned subsidiaries of USA, thereby simplifying the Company's
corporate structure. Because Liberty's HSN shares were exchangeable for USA
shares, the transaction described herein did not affect Liberty's ultimate
equity ownership interests in the Company.
As a result of the consummation of the Exchange, the members of the
Reporting Group beneficially own 131,085,373 (assuming the exercise of options
to purchase 47,120,888 shares of Common Stock which are currently exercisable by
Mr. Diller) shares of Common Stock and 64,629,996 shares of Class B Common
Stock. These shares constitute 30.4% of the outstanding Common Stock and 100% of
the outstanding Class B Common Stock. Assuming the conversion of all of the
Reporting Group's Class B shares into Common Stock, the Reporting Group would
beneficially own 39.5% of the outstanding Common Stock (calculated in accordance
with Rule 13d-3). Because each share of Class B Common Stock generally is
entitled to ten votes per share and each share of Common Stock is entitled to
one vote per share, the Reporting Persons may be deemed to beneficially own
equity securities of the Company representing approximately 70.5% of the voting
power of the Company (or, assuming Mr. Diller does not exercise options to
purchase 47,120,888 shares of Common Stock, approximately 69.1% of the voting
power of the Company). The foregoing beneficial ownership figures exclude shares
of Common Stock beneficially owned by Diane Von Furstenberg, Mr. Diller's
spouse, as to which Mr. Diller disclaims beneficial ownership. Mr. Diller
continues to hold an irrevocable proxy granted by each of Universal and Liberty,
pursuant to which Mr. Diller has the right to vote the Company's securities held
by Universal, Liberty and their respective affiliates. The shares of Common
Stock and Class B Common Stock received by Liberty pursuant to the Exchange are
subject to the irrevocable proxy held by Mr. Diller.
Jerome H. Kern, a Director of Liberty, owns 11,000 shares of Common
Stock. David J.A. Flowers, Senior Vice President and Treasurer of Liberty, owns
1,020 shares of Common Stock.
On May 20, 2002, the Diller-Von Furstenberg Family Foundation, a
private foundation as to which Mr. Diller disclaims beneficial ownership, sold
in the open market 42,000 shares of Common Stock at $28.784 per share. Except
as set forth or incorporated by reference herein, no Reporting Person or, to
the best knowledge of each Reporting Person, any executive officer or director
of such Reporting Person has effected any transaction in the Common Stock
during the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to the Securities of the Issuer.
The information contained in Item 5 of this Schedule 13D is hereby
incorporated by reference herein.
ITEM 7. Materials to be Filed as Exhibits
The information contained in Item 7 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
The following document is filed as an exhibit to this statement:
50. Exchange Agreement by and among the Company, Liberty Media
Corporation, Liberty HSN II, Inc. and Liberty HSN, Inc., dated as of June
27, 2002.
13 of 17
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information in this statement
is true, complete and correct.
Dated: July 11, 2002
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
----------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
BARRY DILLER
/s/ BARRY DILLER
----------------------------------
UNIVERSAL STUDIOS, INC.
By: /s/ KAREN RANDALL
----------------------------------
Name: Karen Randall
Title: Executive Vice President and
General Counsel
VIVENDI UNIVERSAL CANADA INC.
By: /s/ GEORGE E. BUSNELL III
----------------------------------
Name: George E. Busnell III
Title: Secretary
VIVENDI UNIVERSAL, S.A.
By: /s/ GEORGE E. BUSNELL III
----------------------------------
Name: George E. Busnell III
Title: Vice President
BDTV INC., BDTV II INC.,
BDTV III INC., BDTV IV INC.
By: /s/ BARRY DILLER
----------------------------------
Name: Barry Diller
Title: President
14 of 17
INDEX TO EXHIBITS
1. Written Agreement between TCI and Mr. Diller regarding Joint Filing of
Schedule 13D./*/
2. Definitive Term Sheet regarding Stockholders Agreement, dated as of
August 24, 1995, by and between Liberty Media Corporation and Mr.
Diller./*/
3. Definitive Term Sheet regarding Equity Compensation Agreement, dated as
of August 24, 1995, by and between the Company and Mr. Diller./*/
4. Press Release issued by the Company and Mr. Diller, dated August 25,
1995./*/
5. Letter Agreement, dated November 13, 1995, by and between Liberty Media
Corporation and Mr. Diller./*/
6. Letter Agreement, dated November 16, 1995, by and between Liberty Media
Corporation and Mr. Diller./*/
7. First Amendment to Stockholders Agreement, dated as of November 27,
1995, by and between Liberty Media Corporation and Mr. Diller./*/
8. Agreement and Plan of Merger, dated as of November 27, 1995, by and
among Silver Management Company, Liberty Program Investments, Inc., and
Liberty HSN, Inc./*/
9. Exchange Agreement, dated as of November 27, 1995, by and between
Silver Management Company and Silver King Communications, Inc./*/
10. Agreement and Plan of Merger, dated as of November 27, 1995, by and
among Silver King Communications, Inc., Thames Acquisition Corp. and
Savoy Pictures Entertainment, Inc./*/
11. Voting Agreement, dated as of November 27, 1995, by and among Certain
Stockholders of the Company and Savoy Pictures Entertainment, Inc./*/
12. Letter Agreement, dated March 22, 1996, by and between Liberty Media
Corporation and Barry Diller./*/
13. In re Applications of Roy M. Speer and Silver Management Company,
Federal Communications Commission Memorandum and Order, adopted March
6, 1996 and released March 11, 1996./*/
14. In re Applications of Roy M. Speer and Silver Management Company,
Request for Clarification of Silver Management Company, dated April 10,
1996./*/
15. In re Applications of Roy M. Speer and Silver Management Company,
Federal Communications Commission Memorandum Opinion and Order and
Notice of Apparent Liability, adopted June 6, 1996 and released June
14, 1996./*/
16. Amended and Restated Joint Filing Agreement of TCI, Mr. Diller and
BDTV./*/
17. Amended and Restated Certificate of Incorporation of BDTV INC./*/
18. Press Release issued by the Company and Home Shopping Network, Inc.,
dated August 26, 1996./*/
19. Agreement and Plan of Exchange and Merger, dated as of August 25, 1996,
by and among the Company, Home Shopping Network, Inc., House
Acquisition Corp., and Liberty HSN, Inc./*/
20. Termination Agreement, dated as of August 25, 1996, among the Company,
BDTV Inc., Liberty Program Investments, Inc., and Liberty HSN, Inc./*/
15 of 17
21. Voting Agreement, dated as of August 25, 1996, by and among Certain
Stockholders of Home Shopping Network, Inc. and the Company./*/
22. Voting Agreement, dated as of August 25, 1996, by and among Barry
Diller, Liberty Media Corporation, Arrow Holdings, LLC, BDTV Inc., and
Home Shopping Network, Inc./*/
23. Letter Agreement, dated as of August 25, 1996, by and between Liberty
Media Corporation and Barry Diller./*/
24. Second Amended and Restated Joint Filing Agreement by and between TCI,
Mr. Diller, BDTV Inc. and BDTV II Inc./*/
25. Stock Exchange Agreement, dated as of December 20, 1996, by and between
the Company and Liberty HSN, Inc./*/
26. Letter Agreement, dated as of February 3, 1997, by and between BDTV
INC. and David Geffen./*/
27. Stock Exchange Agreement, dated as of May 20, 1997, by and between HSN,
Inc. and Mr. Allen./*/
28. Stockholders Agreement, dated as of May 20, 1997, by and among, Mr.
Diller, Mr. Allen and Liberty Media Corporation./*/
29. Letter Agreement, dated as of May 20, 1997, by and between Mr. Diller
and Liberty Media Corporation./*/
30. Third Amended and Restated Joint Filing Agreement by and between TCI,
Mr. Diller, BDTV Inc., BDTV II Inc. and BDTV III Inc./*/
31. Certificate of Incorporation of BDTV III Inc./*/
32. Investment Agreement among Universal Studios, Inc., HSN, Inc., Home
Shopping Network, Inc. and Liberty Media Corporation, dated as of
October 19, 1997 as amended and restated as of December 18, 1997./*/
33. Governance Agreement among HSN, Inc., Universal Studios, Inc., Liberty
Media Corporation and Barry Diller, dated as of October 19, 1997./*/
34. Stockholders Agreement among Universal Studios, Inc., Liberty Media
Corporation, Barry Diller, HSN, Inc. and The Seagram Company Ltd. dated
as of October 19, 1997./*/
35. Spinoff Agreement among Liberty Media Corporation, Universal Studios,
Inc. and HSN, Inc. dated as of October 19, 1997./*/
36. Exchange Agreement among HSN, Inc., Universal Studios, Inc. and Liberty
Media Corporation, dated as of October 19, 1997./*/
37. Amended and Restated LLC Operating Agreement of USANi LLC, by and among
USA Networks, Inc., Home Shopping Network, Inc., Universal Studios,
Inc., Liberty Media Corporation and Barry Diller, dated as of February
12, 1998./*/
38. Letter Agreement between Liberty HSN, Inc. and HSN, Inc., dated as of
October 19, 1997./*/
39. Fourth Amended and Restated Joint Filing Agreement between
Tele-Communications, Inc., Universal Studios, Inc., The Seagram Company
Ltd. and Barry Diller, dated as of February 23, 1998./*/
40. Certificate of Incorporation of BDTV IV INC./*/
16 of 17
41. Fifth Amended and Restated Joint Filing Agreement by and among
Tele-Communications, Inc., Liberty Media Corporation, Barry Diller,
Universal Studios, Inc., The Seagram Company Ltd., BDTV INC., BDTV II
INC., BDTV III INC. and BDTV IV INC, dated as of July 19, 1999./*/
42. Sixth Amended and Restated Joint Filing Agreement by and among Liberty
Media Corporation, Barry Diller, Universal Studios, Inc., The Seagram
Company Ltd., Vivendi Universal, BDTV INC., BDTV II INC., BDTV III INC.
and BDTV IV INC. dated as of June 22, 2001. /*/
43. Letter Agreement, dated July 15, 2001, by and among USA Networks, Inc.,
Barry Diller, Universal Studios, Inc. and Liberty Media Corporation./*/
44. Amended and Restated Transaction Agreement, dated as of December 16,
2001, by and among Vivendi Universal, S.A., Universal Studios, Inc.,
USA Networks, Inc., USANi LLC, Liberty Media Corporation and Barry
Diller./*/
45. Agreement and Plan of Merger and Exchange, dated as of December 16,
2001, by and among Vivendi Universal, S.A., Universal Studios, Inc.,
Light France Acquisition 1, S.A.S., the Merger Subsidiaries listed on
the signature page thereto, Liberty Media Corporation, Liberty
Programming Company LLC, Liberty Programming France, Inc., LMC USA VI,
Inc., LMC USA VII, Inc., LMC USA VIII, Inc., LMC USA X, Inc., Liberty
HSN LLC Holdings, Inc., and the Liberty Holding entities listed on the
signature page thereto./*/
46. Amended and Restated Governance Agreement, dated as of December 16,
2001, by and among USA Networks, Inc., Universal Studios, Inc., Liberty
Media Corporation, Barry Diller, and Vivendi Universal, S.A./*/
47. Amended and Restated Stockholders Agreement, dated as of December 16,
2001, by and among Universal Studios, Inc., Liberty Media Corporation
and Barry Diller./*/
48. Amended and Restated Limited Liability Limited Partnership Agreement of
Vivendi Universal Entertainment LLLP, by and among USI Entertainment
Inc., USANI Holdings XX, Inc., Universal Pictures International
Holdings BV, Universal Pictures International Holdings 2 BV, NYCSpirit
Corp. II, USA Networks, Inc., USANI Sub LLC, New-U Studios Holdings,
Inc. and Mr. Diller./*/
49. Equity Warrant Agreement between USA Networks, Inc. and The Bank of New
York, as equity warrant agent./*/
50. Exchange Agreement by and among the Company, Liberty Media Corporation,
Liberty HSN II, Inc. and Liberty HSN, Inc., dated as of June 27, 2002.
/*/ Previously filed.
Schedule 1 of the Schedule 13D is hereby amended to read in its entirety as
follows:
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL AND VIVENDI UNIVERSAL
CANADA INC. (formerly The Seagram Company Ltd.)
1. Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Universal.
The name of each person who is a director of Universal is marked with an
asterisk. Unless otherwise indicated, the business address of each person listed
below is 100 Universal City Plaza, Universal City, California 91608.
Principal Occupation
Name and Business Address or Employment and Business Address Citizenship
------------------------- ---------------------------------- -----------
RON MEYER* President and Chief Operating United States
Officer of Universal
KAREN RANDALL* Executive Vice President and General United States
Counsel of Universal
KENNETH L. KAHRS* Executive Vice President, Human United States
Resources of Universal
FREDERICK HUNTSBERRY* Executive Vice President and Chief United States
Financial Officer of Universal
YASUO NAKAMURA* President, Matsushita Media & Japan
Entertainment Business Development
Unit
DIANA SCHULZ* Senior Vice President of Universal United States
SUSAN N. FLEISHMAN Senior Vice President, Corporate United States
Communications and Public Affairs
MARK A. WOOSTER Senior Vice President of Universal United States
MAREN CHRISTENSEN Senior Vice President of Universal United States
WILLIAM APOSTOLIDES Vice President of Universal United States
KEVIN CONWAY Vice President of Universal United States
H. STEPHEN GORDON Vice President of Universal United States
DAVID H. MEYERS Vice President and Assistant United States
Controller of Universal
MARC PALOTAY Vice President of Universal United States
TERRY A. REAGAN Vice President and Controller of United States
Universal
RONALD F. REED Treasurer of Universal United States
SHARON S. GARCIA Secretary of Universal United States
2
2. Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Vivendi
Universal Canada Inc. (formerly The Seagram Company Ltd., effective February 28,
2002). The name of each person who is a director of Vivendi Universal Canada
Inc. is marked with an asterisk. Unless otherwise indicated, the business
address of each person listed below is 375 Park Avenue, New York, New York
10152.
Principal Occupation
Name and Business Address or Employment and Business Address Citizenship
------------------------- ---------------------------------- -----------
ALAN BELL* Partner, Blake Cassels & Graydon, Canada
Blake Cassels & Graydon, LLP LLP
Commerce Court West-CIBC
Building
199 Bay Street
Toronto, Ontario M5L 1A9
CRAIG THORBURN* Partner, Blake Cassels & Graydon, Canada
Blake Cassels & Graydon, LLP LLP
Commerce Court West-CIBC
Building
199 Bay Street
Toronto, Ontario M5L 1A9
ERIC LICOYS* Member of the Board of Directors of France
Vivendi Universal S.A. Vivendi Universal
42, avenue de Freidland
75380 Paris
Cedex 08, FRANCE
DANIEL LOSITO Vice President, Vivendi Universal United States
WILLIAM APOSTOLIDES Treasurer, Americas, Vivendi United States
Vivendi Universal Universal
800 Third Avenue
New York, NY 10022
WILLIAM PODURGIEL Director Foreign Taxes, Vivendi United States
Vivendi Universal Universal
800 Third Avenue
New York, NY 10022
GEORGE E. BUSHNELL III Vice President, Vivendi Universal United States
NICOLE LINDA KELSEY Assistant Corporate Counsel, United States
Vivendi Universal
DEBRA FORD Manager, Corporate Transactions, United States
Vivendi Universal Vivendi Universal
800 Third Avenue
New York, NY 10022
3
Schedule 5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
SCHEDULE 5
DIRECTORS AND EXECUTIVE OFFICERS OF VIVENDI UNIVERSAL, S.A.
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Vivendi
Universal. The name of each person who is a director of Vivendi Universal, S.A.
is marked with an asterisk. Unless otherwise indicated, the business address of
each person listed below is 42, Avenue de Friedland, 75380 Paris Cedex 08,
France.
Principal Occupation
--------------------
or Employment and Business
--------------------------
Name and Business Address Address Citizenship
------------------------- ------- -----------
JEAN-RENE FOURTOU* Chairman and CEO of Vivendi France
Universal
CLAUDE BEBEAR* Chairman of the Supervisory Board France
of AXA
25, avenue Matignon
75008 Paris, France
EDGAR BRONFMAN, JR.* Vice Chairman of the Board of United
Vivendi Universal States
EDGAR M. BRONFMAN* Member of the Board of Directors United
of Vivendi Universal States
RICHARD H. BROWN* Chairman and CEO of Electronic United
Data Systems Co. States
5400 Legacy Drive
Plano, Texas 75024-3198
JEAN-MARC ESPALIOUX* Chairman of the Management Board France
and CEO of Accor
Tour Maine Montparnasse
33, avenue du Maine
75755 Paris cedex 15
JACQUES FRIEDMANN* Retired Chairman of the France
Supervisory Board of AXA-UAP (Chairman
from 1993-2000).
80, avenue de Breteuil
75015 Paris, France
DOMINIQUE HOENN* Chief Operating Officer of BNP France
Paribas
3, rue d'Antin
75002 Paris, France
4
GERARD KLEISTERLEE* Chairman and CEO of Royal Philips The
Electronics Netherlands
PO Box 77900
Building HBT 14
1070 Amsterdam, The Netherlands
ESTHER KOPLOWITZ* Presidente of Fomento de Spain
Construcciones y Contratas FCC
(Spain)
Torre Picasso
Plaza Pablo Ruiz Picasso
28020 Madrid, Spain
MARIE-JOSEE KRAVIS* Senior Fellow, Hudson Institute United
Inc. States
625 Park Avenue
New York, NY 10021
HENRI LACHMANN* Chairman and CEO of Schneider France
Electric
43-45, Bd Franklin Roosevelt,
92500 Rueil-Malmaison, France
ERIC LICOYS* Member of the Board of Directors France
of Vivendi Universal
SAMUEL MINZBERG* Chairman and Chief Executive Canada
Officer of Claridge Inc.
1170 Peel Street - 8th Floor
Montreal, Quebec H3B, 4P2
SIMON MURRAY* Chairman of Simon Murray & U.K.
Company
Princes House
38, Jermyn Street
London SW1Y 6DT
SERGE TCHURUK* Chairman and CEO of Alcatel France
54, rue de la Boetie
75008 Paris, France
MARC VIENOT* Honorary Chairman and Director of France
Societe Generale.
Tour Societe Generale
92972 Paris La Defense
Cedex, France
GUILLAUME HANNEZO Senior Executive Vice President France
and Chief Financial Officer
ANDREW J. KASLOW Senior Executive Vice President, United
Human Resources, Vivendi States
Universal
JEAN-FRANCOIS DUBOS Executive Vice President and France
General Counsel, Vivendi
Universal