SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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)
Vivendi Universal, S.A.
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0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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The following press release was issued by Vivendi Universal, S.A. on
December 21, 2001.
December 21, 2001
VIVENDI UNIVERSAL ANNOUNCES EXTENSION OF CONTRACTS FOR RON MEYER, PRESIDENT,
CHIEF OPERATING OFFICER, UNIVERSAL STUDIOS AND STACEY SNIDER, CHAIRMAN,
UNIVERSAL PICTURES
PARIS AND NEW YORK, DECEMBER 20, 2001 - VIVENDI UNIVERSAL [NYSE: V; PARIS
BOURSE: EX FP] announced today it has extended for five more years the
contracts of Ron Meyer, President and Chief Operating Officer, Universal
Studios, and Stacey Snider, Chairman, Universal Pictures.
In making the announcement, Jean-Marie Messier, Chairman and Chief
Executive Officer of Vivendi Universal, said, 'I am thrilled to recognize
the extraordinary accomplishments of these two outstanding leaders. As
the head of Universal Studios Group's businesses, Ron has brought the
studio to new heights. With the recent creation of Vivendi Universal
Entertainment (VUE), Ron, under the leadership of Barry Diller, will now
expand his responsibilities to include all of the TV activities of VUE. I
have every confidence that he will continue creating long-term value for
the company.'
Mr. Messier added: 'Stacey's unique balance of creative and management
expertise has led Universal Pictures to unprecedented success during the
last three years, by consistently delivering exceptional films to
audiences around the world. We now have the distinct privilege of
ensuring management continuity at Universal Studios for years to come.'
'Ron and Stacey's renewed commitment comes at the time of the creation of
VUE, with Barry Diller joining as CEO, and stands to show the outstanding
talented team that will lead VUE to new growth and development,' Mr.
Messier concluded.
The formation of Vivendi Universal Entertainment (VUE) was announced on
December 17, 2001. VUE brings together Universal Studios Group and the
USA Entertainment Group.
Universal Studios Group encompasses the production and distribution of
theatrical television and home video entertainment through Universal
Pictures; and the operation of theme parks around the world through the
Universal Studios Recreation Group.
USA Entertainment Group is one of two groups comprising USA Networks,
Inc. and includes USA Cable, Studios USA and USA Films. USA Cable
consists of the top-rated USA Network, one of cable television's leading
providers of original series and feature movies, sports events, off-net
television shows and blockbuster theatrical films; SCI FI Channel, now a
top-10 cable network in primetime, featuring cinematic hits, new and
original series, and special events, as well as classic sci-fi, fantasy,
and horror programming and an award-winning Web site, SCIFI.COM; and
Emerging Networks TRIO, Newsworld International (NWI) and Crime. The
Group's
network development and production, as well as first-run production and
distribution division is Studios USA, responsible for some of the biggest
dramas, action and talk hits on television. Also in the Group is USA
Films, a motion picture production, marketing, and distribution company
comprised of Gramercy Pictures, October Films, USA Home Entertainment,
and certain domestic PolyGram Filmed Entertainment assets.
Vivendi Universal:
Media and Communications and Environmental Services: The media and
communications business is divided into five business segments: Music,
Publishing, TV and Film, Telecoms and Internet. The Music business is
conducted through Universal Music Group, the world's leading music
company, which develops, acquires, manufactures, markets and distributes
recorded music through wholly owned operations or licensees in 63
countries around the world. Universal Music Group's other businesses also
include one of the world's largest music publishing companies, which
involves the acquisition of rights to, and licensing of, musical
compositions. The Publishing business is a worldwide content leader in
its core markets: education/literature, games, and healthcare
information. It provides content across multiple platforms. The TV and
Film business produces and distributes motion picture, television and
home video/DVD products worldwide, operates and has ownership interests
in a number of cable and pay-TV channels, engages in the licensing of
merchandising and film property rights and operates theme parks and
retail stores around the world. The Telecoms business provides a broad
range of telecommunications services, including mobile and fixed
telephony, Internet access and data services and transmission,
principally in Europe. The Internet business manages the strategic
Internet initiatives and new online ventures for Vivendi Universal.
Utilizing advanced digital distribution technology, the Internet business
develops e-commerce, e-services and thematic portals that offer access to
the Internet via a variety of devices, including mobile phones, PDAs,
interactive TV and computers. Vivendi Environnement is a 63-percent owned
subsidiary of Vivendi Universal, which operates the environmental
services business, with operations around the globe.
Additional Information
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Stockholders of USA Networks are urged to read the proxy statement when
it becomes available because it will contain important information about
USA Networks, the transactions and related matters. Investors and
security holders can obtain free copies of the proxy statement when it
becomes available by contacting Investor Relations, USA Networks, Inc.,
Carnegie Hall Tower, 152 W. 57th Street, 42nd Floor, New York, NY 10019
(Telephone: (212) 314-7400). Investors and security holders will be able
to obtain free copies of the proxy statement and other documents filed by
USA Networks and Vivendi with the Securities and Exchange Commission in
connection with the transactions at the SEC's web site at www.sec.gov.
In addition to the proxy statement, Vivendi and USA Networks file annual,
quarterly, and special reports, proxy statements and other information
with the SEC, which are available at the SEC's web site at www.sec.gov.
You may also read and copy any reports, statements and other information
filed by USA Networks and Vivendi at the SEC public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other
public reference rooms in New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on public
reference rooms.
USA Networks, Vivendi and their respective directors, executive officers
and certain members of management and other employees may be deemed to be
participants in the solicitation of proxies of USA Networks' stockholders
to approve the proposed transactions. Such individuals may have interests
in the transactions, including as a result of holding options or shares
of USA Networks' stock. A detailed list of the names, affiliations and
interests of the participants in the solicitation will be contained in
the proxy statement that will be filed by USA Networks with the SEC.
MEDIA CONTACTS:
VIVENDI UNIVERSAL
Anita Larsen
212.572.1118
Mia Carbonell
212.572.7556
UNIVERSAL STUDIOS
Iris Gelt
818.777.9775
USA NETWORKS, INC.
Erica Wiertz
212.314.7372