SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check
the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
USA NETWORKS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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USA NETWORKS, INC. ANNOUNCES
MEASUREMENT PRICE OF USA COMMON STOCK
FOR THE EXPEDIA MERGER
NEW YORK, NEW YORK, JANUARY 31, 2002 - USA Networks, Inc. (NASDAQ: USAI)
announced today that the measurement price of USA common stock relating to its
previously announced acquisition of a controlling interest in Expedia, Inc.
(NASDAQ: EXPE) has been fixed at $26.80, assuming that the pending transaction
with Expedia is completed as expected after the close of the markets on February
4, 2002. In the merger, up to 37,500,000 Expedia Class B common shares will be
converted into a package of USA securities comprised of USA common stock, USA
cumulative convertible preferred stock and warrants to acquire USA common stock.
The transaction is described in Expedia's proxy statement mailed to
shareholders, which includes a prospectus relating to the USA securities to be
issued in the transaction.
Expedia shareholders have until 5:00 p.m., eastern time, on February 4,
2002 to elect to exchange their Expedia common shares for Expedia Class B common
shares in the recapitalization of Expedia, subject to proration in the event
that holders of more than 37,500,000 Expedia common shares elect to receive
Expedia Class B common shares. Microsoft has agreed to elect to exchange all of
the Expedia common shares it owns for Expedia Class B common shares. Microsoft
currently holds 33,602,258 Expedia common shares, as well as a warrant to
purchase up to 120,452 Expedia common shares. Assuming that the merger is
completed as expected on February 4, 2002, each Expedia Class B common share
will be converted in the merger into fractions of shares of USA common stock and
USA preferred stock, the exact amounts of each of which depend upon the number
of Expedia shares for which elections are received, and .4229 warrants to
acquire USA common stock. Expedia common shares that are not exchanged for
Expedia Class B shares in the recapitalization will remain outstanding following
the merger and, in addition, holders of Expedia common stock will receive 0.1920
warrants to acquire Expedia common stock.
In order to elect to receive Expedia Class B common stock in the
recapitalization, and thereby receive a package of USA securities in the merger,
election procedures must be followed. For information on the procedures to be
followed, contact Expedia's proxy solicitor, MacKenzie Partners, Inc. at (800)
322-2885 (toll-free).
USA has filed a preliminary proxy statement and will file other relevant
documents concerning USA's contribution of its Entertainment Group to a joint
venture with Vivendi Universal and certain related transactions with the
Securities and Exchange Commission ("SEC"). INVESTORS ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED IN THE
FUTURE WITH THE SEC BECAUSE THOSE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain such documents free of charge at
the SEC's website at www.sec.gov. In addition, such documents may also be
obtained free of charge by contacting USA Networks, Inc., 152 West 57th Street,
New York, New York, 10019, Attention: Investor Relations.
INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY WHEN AVAILABE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION CONCERNING THE PROPOSED TRANSACTIONS.
USA and its directors and officers may be deemed to be participants in the
solicitation of proxies from USA shareholders to adopt the agreement providing
for USA's contribution of its Entertainment Group to a joint venture with
Vivendi Universal and the other related transactions described therein. A
detailed list of the names and interests of USA's directors and executive
officers is contained in the definitive proxy statement on Schedule 14A filed by
SUA with the SEC on April 9, 2001. Copies of USA filings may be obtained free of
charge at the SEC's website at www.sec.gov.
CONTACTS: CORPORATE COMMUNICATIONS:
Ron Sato
(212) 314-7254
INVESTOR RELATIONS:
Roger Clark/Lauren Rosenfield
(212) 314-7400
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