UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2001
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
This Form 8-K/A amends the Form 8-Ks filed by USA Networks, Inc. ("USA"
or the "Company") on October 24, 2001 and December 17, 2001 by providing
supplemental information.
The Form 8-K filed by the Company on October 24, 2001 (the "October
Form 8-K"), contained USA's internal budget for USA and each of USA's operating
groups. The internal budget contained management's forecasts as of October 24,
2001 and speaks only as of that date. Exhibit 99.2 contained in the October Form
8-K is hereby supplemented by providing the following information as of October
24, 2001:
The October internal budget showed budgeted annual operating profit as
follows:
o For USA Entertainment Group, annual budgeted operating profit of $586
million, $522 million and $613 million for the years ending December
31, 2001, December 31, 2002 and December 31, 2003, respectively; and
o For USA Interactive Group (excluding Corporate and other), annual
budgeted operating profit of $103 million, $285 million and $445
million for the years ending December 31, 2001, December 31, 2002 and
December 31, 2003, respectively.
The October internal budget also showed budgeted annual net income as
follows:
o For USA Entertainment Group, annual budgeted net income of $524
million, $483 million and $568 million for the years ending December
31, 2001, December 31, 2002 and December 31, 2003, respectively;
o For USA Interactive Group (excluding Corporate and other), annual
budgeted net income of $41 million, $176 million and $323 million for
the years ending December 31, 2001, December 31, 2002 and December 31,
2003, respectively.
The October internal budget also showed budgeted annual Adjusted EBITDA
(as defined below) as follows:
o For the USA Entertainment Group, annual budgeted Adjusted EBITDA of
$596 million, $513 million and $613 million for the years ending
December 31, 2001, December 31, 2002 and December 31, 2003,
respectively; and
o For the USA Interactive Group (excluding Corporate & other), annual
budgeted Adjusted EBITDA of $373 million, $578 million and $788 million
for the years ending December 31, 2001, December 31, 2002 and December
31, 2003, respectively.
As used in this document, the term Adjusted earnings before interest,
income taxes, depreciation and amortization ("Adjusted EBITDA") is defined as
operating profit plus (1) depreciation and amortization, (2) amortization of
cable distribution fees, (3) amortization of non-cash distribution and marketing
expense and (4) disengagement expenses. Adjusted EBITDA is presented here as a
management tool and as a valuation methodology.
2
Adjusted EBITDA does not purport to represent cash provided by operating
activities. Adjusted EBITDA should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with generally
accepted accounting principles. Adjusted EBITDA may not be comparable to
calculations of similarly titled measures presented by other companies.
The Form 8-K filed by the Company on December 17, 2001 (the "December
Form 8-K") contained the press release of USA which announced an agreement by
the Company to contribute its Entertainment Group to a joint venture to be
controlled by Vivendi Universal, S.A. Upon completion of the transaction, the
Company, which will be renamed USA Interactive, will be focused on integrating
interactive assets across multiple lines of business. The December Form 8-K is
hereby supplemented by providing the following information as of December 17,
2001:
At December 17, 2001, the Company budgeted $243 million in operating
profit and $132 million in net income for the operating businesses of USA
Interactive in 2002.
Based on its fourth quarter results, additional information regarding
the state of the travel and leisure markets, and to give pro forma effect for
its pending contribution of USA Entertainment to a joint venture to be
controlled by Vivendi Universal, USA filed a Form 8-K on January 29, 2002 which
included its revised 2002 budget and 2003 outlook from what it furnished to the
SEC on October 24, 2001.
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/ Julius Genachowski
---------------------------------
Name: Julius Genachowski
Title: Executive Vice President and
General Counsel
Date: March 27, 2002
3