SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 Wachtell, Lipton, Rosen Vivendi Universal, S.A.
and General Counsel & Katz 375 Park Avenue
Liberty Media Corporation 51 West 52nd Street New York, NY 10152
12300 Liberty Boulevard New York, NY 10019 (212) 572-7000
Englewood, CO 80112 (212) 403-1000
(720) 875-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 7, 2002
(Date of Event which Requires Filing of this Statement)
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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. 10 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. 5 of a Report on Schedule 13D of
Liberty Media Corporation, Amendment No. 20 of a Report on Schedule 13D of
Barry Diller, Amendment No. 10 of a Report on Schedule 13D of Vivendi
Universal Canada Inc. (formerly The Seagram Company Ltd.) and Universal
Studios, Inc., Amendment No. 4 of a Report on Schedule 13D of Vivendi
Universal, S.A., Amendment No. 16 of a Report on Schedule 13D of BDTV INC.,
Amendment No. 14 of a Report on Schedule 13D of BDTV II INC., Amendment No. 11
of a Report on Schedule 13D of BDTV III INC. and Amendment No. 10 of a Report
on Schedule 13D of BDTV IV INC.
2
(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 162,540,762 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 162,540,762 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 162,540,762 shares
(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. Excludes Liberty Exchange
Shares issuable to Liberty, which exchange is subject to the terms and
conditions set forth in the Liberty Exchange Agreement previously filed. See
Item 5.
(13) Percent of Class Represented by Amount in Row (11) 35.3%
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 69.2% 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 162,540,762 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 162,540,762 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 162,540,762 shares
(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. Excludes Liberty Exchange
Shares issuable to Liberty, which exchange is subject to the terms and
conditions set forth in the Liberty Exchange Agreement previously filed. See
Item 5.
(13) Percent of Class Represented by Amount in Row (11) 35.3%
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 69.2% 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 162,540,762 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 162,540,762 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 162,540,762 shares
(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. Excludes Liberty Exchange
Shares issuable to Liberty, which exchange is subject to the terms and
conditions set forth in the Liberty Exchange Agreement previously filed. See
Item 5.
(13) Percent of Class Represented by Amount in Row (11) 35.3%
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 69.2% 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 162,540,762 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 162,540,762 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 162,540,762 shares
(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. Excludes Liberty Exchange
Shares issuable to Liberty, which exchange is subject to the terms and
conditions set forth in the Liberty Exchange Agreement previously filed. See
Item 5.
(13) Percent of Class Represented by Amount in Row (11) 35.3%
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 69.2% 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
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 162,540,762 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 162,540,762 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 162,540,762 shares
(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. Excludes Liberty Exchange
Shares issuable to Liberty, which exchange is subject to the terms and
conditions set forth in the Liberty Exchange Agreement previously filed. See
Item 5.
(13) Percent of Class Represented by Amount in Row (11) 35.3%
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 69.2% 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 162,540,762 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 162,540,762 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 162,540,762 shares
(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. Excludes Liberty Exchange
Shares issuable to Liberty, which exchange is subject to the terms and
conditions set forth in the Liberty Exchange Agreement previously filed. See
Item 5.
(13) Percent of Class Represented by Amount in Row (11) 35.3%
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 69.2% 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
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 162,540,762 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 162,540,762 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 162,540,762 shares
(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. Excludes Liberty Exchange
Shares issuable to Liberty, which exchange is subject to the terms and
conditions set forth in the Liberty Exchange Agreement previously filed. See
Item 5.
(13) Percent of Class Represented by Amount in Row (11) 35.3%
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 69.2% 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
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 162,540,762 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 162,540,762 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 162,540,762 shares
(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. Excludes Liberty Exchange
Shares issuable to Liberty, which exchange is subject to the terms and
conditions set forth in the Liberty Exchange Agreement previously filed. See
Item 5.
(13) Percent of Class Represented by Amount in Row (11) 35.3%
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 69.2% 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
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 162,540,762 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 162,540,762 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 162,540,762 shares
(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. Excludes Liberty Exchange
Shares issuable to Liberty, which exchange is subject to the terms and
conditions set forth in the Liberty Exchange Agreement previously filed. See
Item 5.
(13) Percent of Class Represented by Amount in Row (11) 35.3%
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 69.2% 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. 10 to the Reporting Group
Schedule 13D, Amendment No. 5 to the Liberty Schedule 13D, Amendment No. 20 to
the Barry Diller Schedule 13D, Amendment No. 10 to the Universal Schedule 13D,
Amendment No. 4 to the Vivendi Schedule 13D, Amendment No. 16 to the BDTV
Schedule 13D, Amendment No. 14 to the BDTV II Schedule 13D, Amendment No. 11
to the BDTV III Schedule 13D and Amendment No. 10 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
12
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.
ITEM 2. Identity and Background
The information contained in Item 2 of this Schedule 13D is hereby
amended and supplemented by adding the following information:
The Seagram Company Ltd. changed its name to Vivendi Universal Canada
Inc., effective February 28, 2002.
Schedule 3 is incorporated herein by reference and amends and restates
Schedule 3 in its entirety.
As of April 24, 2002, Pierre Lescure is no longer director and Co- COO of
Vivendi Universal. Schedule 5 is incorporated herein by reference and amends
and restates Schedule 5 to the Schedule 13D in its 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 Item 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.
13
The information contained in Item 5 of this Schedule 13D is hereby
amended and supplemented by adding the following information:
On May 7, 2002, in accordance with the terms and conditions of the
Amended and Restated Transaction Agreement, dated as of December 16, 2001, by
and among Vivendi Universal, Universal, the Company, USANi LLC, Liberty and
Mr. Diller, and in accordance with the terms of the related ancillary
agreements, including the Merger Agreement, as amended, the Amended and
Restated Partnership Agreement and the Warrant Agreement (each of the
above-mentioned agreements as defined, summarized and attached as exhibits
hereto and/or to the Schedule 13D/A filed by the parties on December 21,
2001), the Company contributed all of its entertainment businesses to Vivendi
Universal Entertainment LLLP, a new joint venture that also holds the film,
television and theme park businesses of Universal and which is controlled by
Vivendi Universal (as such transaction and related transactions are described
in this Schedule 13D, the "Transaction").
Pursuant to the terms of the Amended and Restated Transaction
Agreement, affiliates of Universal and Vivendi Universal delivered to USANi LLC
for cancellation all of the 282,161,530 shares of USANi LLC ("LLC Shares")
that Universal and its affiliates held, as well as the 38,694,982 LLC Shares
that were acquired from affiliates of Liberty as a consequence of an affiliate
of Vivendi Universal acquiring affiliates of Liberty in a merger transaction,
in accordance with the terms of the Merger Agreement, as amended. As a result
of the Transaction, USANi LLC is owned by the Company and Home Shopping
Network, Inc. In connection with the Transaction, affiliates of Liberty also
delivered 7,079,726 LLC Shares to the Company in exchange for 7,079,726 shares
of Common Stock, subsequently, Vivendi Universal and its affiliates acquired
25,000,000 shares of Common Stock from affiliates of Liberty.
As a result of the consummation of the Transaction, currently, the
members of the Reporting Group beneficially own 162,540,762 shares,
corresponding to 35.3% of the shares of Common Stock of the Company (without
giving effect to the exchange of the Holdco shares held by Liberty). 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 69.2% of the voting power of the Company.
Mr. Diller continues to hold the irrevocable proxy granted by 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.
Robert R. Bennett, President and Chief Executive Officer of Liberty and a
director of the Company, owns 26,096 shares of Common Stock.
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.
Each Reporting Person disclaims beneficial ownership of the shares of
Common Stock beneficially owned by each of the other Reporting Persons.
14
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.
The information contained in Item 6 of this Schedule 13D is hereby
amended and supplemented by adding the following information:
Vivendi Universal, the Company, USANi LLC, Liberty and Mr. Diller
executed the Amended and Restated Transaction Agreement (the "Amended and
Restated Transaction Agreement"), attached hereto. The Amended and Restated
Transaction Agreement is materially the same as the Transaction Agreement
previously described and filed.
As provided in the Amended and Restated Transaction Agreement, on May 7,
2002, USI Entertainment Inc., USANI Holding XX, Inc., Universal Pictures
International Holdings BV, Universal Pictures International Holdings 2 BV,
NYCSpirit Corp. II, the Company, USANi Sub LLC, New-U Studios Holdings, Inc.
and Mr. Diller executed the Amended and Restated Limited Liability Limited
Partnership Agreement (the "Amended and Restated Partnership Agreement"),
attached hereto. The Amended and Restated Partnership Agreement is materially
the same as the Form of Partnership Agreement previously described and filed.
Additionally, as provided in the Amended and Restated Transaction
Agreement, on May 7, 2002, the Company and The Bank of New York executed the
Equity Warrant Agreement, attached hereto, in favor of Vivendi Universal. The
executed Warrant Agreement is materially the same as the Warrant Agreement
previously described and filed.
ITEM 7. Material 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 documents are filed as exhibits to this statement:
44. Amended and Restated Transaction Agreement, dated as of December 16,
2001, by and among Vivendi Universal, S.A., Universal Studios, Inc., the
Company, USANi LLC, 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 Holding XX, Inc., Universal Pictures International Holdings BV,
Universal Pictures International Holdings 2 BV, NYCSpirit Corp. II, the
Company, USANI Sub LLC, New-U Studios Holdings, Inc. and Mr. Diller.
49. Equity Warrant Agreement between the Company and The Bank of New
York, as equity warrant agent.
15
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: May 17, 2002
LIBERTY MEDIA CORPORATION
By: /s/ Christopher W. Shean
----------------------------------
Name: Christopher W. Shean
Title: Senior Vice President
BARRY DILLER
/s/ Barry Diller
--------------------------------------
UNIVERSAL STUDIOS, INC.
By: /s/ Kevin Conway
--------------------------------------
Name: Kevin Conway
Title: Vice President
VIVENDI UNIVERSAL CANADA INC.
By: /s/ George E. Bushnell III
--------------------------------------
Name: George E. Bushnell III
Title: Secretary
16
VIVENDI UNIVERSAL, S.A.
By: /s/ George E. Bushnell III
--------------------------------------
Name: George E. Bushnell III
Title: Vice President
BDTV INC., BDTV II INC.,
BDTV III INC., BDTV IV INC.
By: /s/ Barry Diller
--------------------------------------
Name: Barry Diller
Title: President
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
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./*/
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./*/
19
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./*/
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
20
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.
/*/ Previously filed.
21
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
YASUO NAKAMURA* President, Matsushita Media & Japan
Entertainment Business Development
Unit
RON MEYER* President and Chief Operating United States
Officer of Universal
KAREN RANDALL* Executive Vice President and United States
General Counsel of Universal
KENNETH L. KAHRS* Executive Vice President, Human United States
Resources of Universal
FREDERICK HUNTSBERRY* Senior Vice President and Chief United States
Financial Officer of Universal
WILLIAM A. SUTMAN* Executive Vice President, Finance, United States
Canal + Group
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
DIANA SCHULZ* 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
ILANA PORAT KOCH Vice President of Universal United States
LARRY KURZWEIL 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
22
Principal Occupation
Name and Business Address or Employment and Business Address Citizenship
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
LEW R. WASSERMAN* Chairman Emeritus of the Board of United States
Universal
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
EDGAR BRONFMAN, JR.* Consultant United States
Lexa Partners LLC
390 Park Avenue
4th Floor
New York, New York 10022
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
JEAN-MARIE MESSIER* Chairman and Chief Executive France
Vivendi Universal S.A. Officer, Vivendi Universal
42, avenue de Freidland
75380 Paris
Cedex 08, FRANCE
ERIC LICOYS* Co-Chief Operating Officer, Vivendi France
Vivendi Universal S.A. 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
23
Principal Occupation
Name and Business Address or Employment and Business Address Citizenship
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
Schedule 3 of the Schedule 13D is hereby amended to read in its entirety
as follows:
SCHEDULE 3
DIRECTORS AND EXECUTIVE OFFICERS OF LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty Media Corporation are set forth below.
Unless otherwise noted, the business address for each person listed below
is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood,
Colorado 80112. All executive officers and directors listed on this
Schedule 3 are United States citizens, except for David J.A. Flowers, who
is a Canadian citizen.
Name and Business Address Principal Occupation
JOHN C. MALONE Chairman of the Board and Director of Liberty
ROBERT R. BENNETT President, Chief Executive Officer and Director of
Liberty
DONNE F. FISHER Director of Liberty; President of Fisher Capital
Partners Ltd.
GARY S. HOWARD Executive Vice President, Chief Operating Officer
and Director of Liberty; Chairman of the Board and
Director of Liberty Satellite & Technology, Inc.
PAUL A. GOULD Director of Liberty; Managing Director of Allen &
Allen & Company Company Incorporated
Incorporated
711 5th Avenue, 8th Floor
New York, NY 10022
JEROME H. KERN Director of Liberty; Consultant, Kern Consulting LLC
Kern Consulting LLC
4600 S. Syracuse Street
Denver, CO 80237
LARRY E. ROMRELL Director of Liberty
DAVID J.A. FLOWERS Senior Vice President and Treasurer of Liberty
ELIZABETH M. MARKOWSKI Senior Vice President of Liberty
24
Name and Business Address Principal Occupation
CHARLES Y. TANABE Senior Vice President, General Counsel and Secretary
of Liberty
ALBERT E. ROSENTHALER Senior Vice President of Liberty
CHRISTOPHER W. SHEAN Senior Vice President and Controller of Liberty
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. Unless otherwise indicated, the business address of
each person listed below is 42, Avenue de Friedland, 75380 Paris Cedex
08, France.
Principal Occupation
Name and Business Address or Employment and Business Address Citizenship
JEAN-MARIE MESSIER Chairman and CEO of Vivendi France
Universal.
ERIC LICOYS Co-COO Vivendi Universal. France
BERNARD ARNAULT Chairman and CEO of LVMH/Moet France
Hennessy Louis Vuitton.
30, avenue Hoche
75008 Paris, France
EDGAR BRONFMAN, JR. Special Advisor to the Chairman of United States
the Board of Directors of Vivendi
Universal.
EDGAR M. BRONFMAN Member of the Board of Directors of United States
Vivendi Universal.
RICHARD H. BROWN Chairman and CEO of Electronic Data United States
Systems Co.
5400 Legacy Drive
Plano, Texas 75024-3198
JEAN-MARC ESPALIOUX Chairman of the Directory Board of France
Accor.
Tour Maine Montparnasse
33, avenue du Maine
75755 Paris Cedex
15, France
PHILIPPE FORIEL-DESTEZET Director of Adecco S.A. France
52, rue de la Bienfaisance
75008 Paris, France
JACQUES FRIEDMANN Retired Chairman of the
Supervisory France Board of
AXA-UAP (Chairman from 1993-2000).
80, avenue de Breteuil
75007 Paris, France
25
Principal Occupation
Name and Business Address or Employment and Business Address Citizenship
ESTHER KOPLOWITZ Director of Fomento de Spain
Construcciones y Contratas FCC
(Spain), B 1998 S.L. and Dominum
Desga S.A.
Torre Picasso
Plaza Pablo Ruiz Picasso
28020 Madrid, Spain
MARIE-JOSEE KRAVIS Senior Fellow, Hudson Institute Inc. United States
c/o 625 Park Avenue
New York, NY 12021
HENRI LACHMANN Chairman and CEO of Schneider France
Electric
43-45, boulevard
F. Roosevelt, 92500
Rueil-Malmaison, France
SAMUEL MINZBERG Chairman and Chief Executive Officer Canada
of Claridge Inc.
1170 Peel Street
Montreal, Quebec H3B, 4P2
SIMON MURRAY Chairman of Simon Murray & U.K.
Associates
Princes House-2nd Floor
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