UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 1, 2002
USA NETWORKS, INC.
(Exact name of Registrant as specified in charter)
Delaware 0-20570 59-2712887
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
152 West 57th Street, New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 314-7300
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
The following financial information for the Company for the year ended
December 31, 2001 and for certain of its subsidiaries, USANi LLC and Home
Shopping Network, Inc., is set forth in the exhibits to this Form 8-K and such
exhibits are incorporated by reference herein. The Management's Discussion and
Analysis covering the applicable periods for USA Networks, Inc. is also
attached as an exhibit hereto and is incorporated herein by reference.
(1) Consolidated Financial Statements of USA Networks, Inc.
o Report of Independent Auditors--Ernst & Young LLP
o Consolidated Statement of Operations for the Years Ended
December 31, 2001, 2000 and 1999
o Consolidated Balance Sheets as of December 31, 2001 and 2000
o Consolidated Statement of Stockholders' Equity for the Years
Ended December 31, 2001, 2000 and 1999
o Consolidated Statements of Cash Flows for Years Ended December
31, 2001, 2000 and 1999
o Notes to Consolidated Financial Statements
(2) Home Shopping Network, Inc. and Subsidiaries Financial Statements
o Report of Independent Auditors--Ernst & Young LLP
o Consolidated Statements of Operations for the Years Ended
December 31, 2001, 2000 and 1999
o Consolidated Balance Sheets as of December 31, 2001 and 2000
o Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 2001, 2000 and 1999
o Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999
o Notes to Consolidated Financial Statements
(3) USANi LLC and Subsidiaries Financial Statements
o Report of Independent Auditors--Ernst & Young LLP
o Consolidated Statements of Operations for the Years Ended
December 31, 2001, 2000 and 1999
o Consolidated Balance Sheets as of December 31, 2001 and 2000
o Consolidated Statements of Members' Equity for the Years Ended
December 31, 2001, 2000 and 1999
o Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999
o Notes to Consolidated Financial Statements
(4) USA Networks, Inc. Management's Discussion and Analysis
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
99.1 Consolidated Financial Statements of USA Networks, Inc. and
Subsidiaries
99.2 Management's Discussion and Analysis of Financial Condition
and Results of Operations of USA Networks, Inc. and
Subsidiaries
99.3 Consolidated Financial Statements of Home Shopping Network,
Inc. and Subsidiaries
99.4 Consolidated Financial Statements of USANi LLC and
Subsidiaries
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 thereunto duly authorized.
USA NETWORKS, INC.
By: /s/ Dara Khosrowshahi
---------------------------------
Name: Dara Khosrowshahi
Title: Executive Vice President and
Chief Financial Officer
Date: March 1, 2002
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
99.1 Consolidated Financial Statements of USA Networks,
Inc. and Subsidiaries
99.2 Management's Discussion and Analysis of Financial
Condition and Results of Operations of USA Networks,
Inc. and Subsidiaries
99.3 Consolidated Financial Statements of Home Shopping
Network, Inc. and Subsidiaries
99.4 Consolidated Financial Statements of USANi LLC and
Subsidiaries