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
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|_| Preliminary Proxy Statement
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Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
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|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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Exhibit 1
[USA LOGO]
DARA KHOSROWSHAHI APPOINTED CHIEF FINANCIAL OFFICER, USA NETWORKS, INC.
January 3, 2002-- New York, NY -- USA Networks, Inc. today announced the
appointment of Dara Khosrowshahi as Executive Vice President and Chief
Financial Officer for the Company. As CFO, he will oversee all financial
matters for USAI. Mr. Khosrowshahi currently serves as Executive Vice
President of Operations and Strategic Planning for the Company. In his new
role, he will continue to report to Victor Kaufman, Vice Chairman, USAI.
Mr. Khosrowshahi replaces Mike Sileck, Senior Vice President and CFO, USAI,
who is leaving the Company to join TMP Worldwide as its CFO. A replacement
for Mr. Khosrowshahi is expected to be named shortly.
"Dara Khosrowshahi is an extraordinarily talented executive who has been
instrumental in the growth of the Company. He possesses all the skill necessary
to perform the wide-ranging functions of the Company's CFO with great skill. Mr.
Khosrowshahi's experience in the area of Interactivity will be vital as the
Company concentrates all its effects in this fast growing area" said Victor
Kaufman, Vice Chairman of the Company.
On December 17, USA Networks, Inc. and Vivendi Universal announced the
creation of Vivendi Universal Entertainment (VUE), a joint venture that
combines the assets of the USA Entertainment Group and the Universal Studios
Group. Upon close of the transaction, USA Networks, Inc. will be renamed USA
Interactive, the leader in integrated interactivity. "Mr. Khosrowshahi has
been a principal strategic thinker in the creation of USA Interactive. As
the Company becomes a pure interactive force, it is perfectly appropriate
that Mr. Khosrowshahi oversee the finances of our newly focused enterprise,"
added Mr. Kaufman.
From August 1999 to July 2000, Mr. Khosrowshahi served as President, USA
Networks Interactive, where he oversaw management, operations and strategic
planning of the Company's interactive services division including Hotel
Reservations Network (NASDAQ:ROOM), SCIFI.COM, Internet Shopping Network, and
Ticketmaster (NASDAQ; TMCS), as well as the Company's investment in BET.com.
Mr. Khosrowshahi joined USAI in 1998 as Vice President of Strategic Planning,
and was promoted to Senior Vice President in May 1999. Prior to joining
USAI, Mr. Khosrowshahi served as Vice President, Allen & Company from 1991 to
1998. He received a Bachelor's Degree in Engineering from Brown University
in 1991. Mr. Khosrowshahi is a Member of the Board of Directors of
Ticketmaster, BET.com, Hotel Reservations Network, Inc., Styleclick, Inc. and
ARTISTDirect.
As Senior Vice President and Chief Financial Officer, Mike Sileck managed
financial matters for the Company. Before joining USAI, Mr. Sileck served as
Vice President of Finance at Sinclair Broadcast Group, Baltimore, MD, where he
led financial operations
for the group of 60 television and 50 radio stations. There, Mr. Sileck was
instrumental in the rapid growth of the company, tripling in size over just
three years. Prior to that, he served as Director of Finance at River City
Broadcasting.
"Mike Sileck has admirably served as the Company's CFO during a period of great
growth for the Company. We wish him much success in this new endeavor," said Mr.
Kaufman.
USA will file a proxy statement and 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 RELATING TO THE
PROPOSED TRANSACTIONS. 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 AVAILABLE 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
USA 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 (http://www.sec.gov).