SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (D) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15 (D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM ___ TO ___
COMMISSION FILE NUMBER 0-24218
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
TV GUIDE, INC.
401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
135 North Los Robles Avenue
Suite 800
Pasadena, California 91101
(626) 792-5700
1
TV GUIDE, INC. 401(k) PLAN
TABLE OF CONTENTS
Page
Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits - December 31, 2001 and 2000 4
Statements of Changes in Net Assets Available for Benefits -
Years Ended December 31, 2001 and 2000 5
Notes to Financial Statements 6-13
Supplemental Schedule
1 Schedule H, Line 4i - Schedule of Assets (Held at End of Year) - December 31, 2001 14
All other schedules required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 are omitted as they are inapplicable or not required.
2
Independent Auditors' Report
To the Plan Administrator
TV Guide, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of TV Guide, Inc. 401(k) Plan (the "Plan") as of December 31, 2001 and 2000, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of TV Guide, Inc.
401(k) Plan as of December 31, 2001 and 2000, and the changes in net assets
available for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule is presented for the
purpose of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
KPMG LLP
Tulsa, Oklahoma
May 17, 2002
3
TV GUIDE, INC. 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
----------- -----------
Cash $ 73,585 $ 1,316
Investments at fair value:
Common/collective trust funds 26,642,771 26,481,444
Mutual funds 36,358,297 39,943,991
Common stock 2,130,948 2,944,928
Preferred stock 117,565 146,083
Participant loans 1,874,250 1,778,327
----------- -----------
Total investments 67,123,831 71,294,773
Receivables:
Employee contributions receivable 114,717 -
Employer contributions receivable 58,853 -
Accrued income 8,334 6,593
----------- -----------
Total receivables 181,904 6,593
----------- -----------
Net assets available for benefits $67,379,320 $71,302,682
=========== ===========
See accompanying notes to financial statements.
4
TV GUIDE, INC. 401 (k) PLAN
Statements of Changes in Net Assets
Available for Benefits
Years Ended December 31, 2001 and 2000
2001 2000
--------------- --------------
Additions to net assets available for benefits attributed to:
Investment income (loss):
Net depreciation in fair value of investments $ (8,191,204) $ (6,380,792)
Interest 144,251 168,771
Dividends 1,352,178 3,317,089
-------------- --------------
Total investment loss (6,694,775) (2,894,932)
Contributions:
Employee contributions 6,127,906 7,744,543
Employer contributions, net of forfeitures 2,814,925 3,239,379
-------------- --------------
Total contributions 8,942,831 10,983,922
Other, net - 11,640
-------------- --------------
Total additions 2,248,056 8,100,630
Deductions from net assets available for benefits attributed to:
Benefits paid to participants 6,170,478 7,149,615
Other, net 940 -
-------------- --------------
Total deductions 6,171,418 7,149,615
-------------- --------------
Net increase (decrease) in net assets available for benefits (3,923,362) 951,015
Net assets available for benefits:
Beginning of year 71,302,682 70,351,667
-------------- --------------
End of year $ 67,379,320 $ 71,302,682
============== ==============
See accompanying notes to financial statements.
5
TV GUIDE, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(1) Description of Plan
The following description of the TV Guide, Inc. 401(k) Plan (the "Plan"),
provides only general information. Participants should refer to the Plan
document for a complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan covering substantially all
employees of TV Guide, Inc. who have completed three months of
service and are age twenty-one or older. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"). The Plan sponsor is TV Guide, Inc.
On March 1, 1999, United Video Satellite Group, Inc. acquired from
a subsidiary of The News Corporation Limited the stock of certain
corporations (collectively, "TV Guide Magazine"), which publish TV
Guide magazine and other printed television program listing
guides. Concurrently, United Video Satellite Group, Inc. changed
its name to TV Guide, Inc. ("TV Guide" or the "Company").
Effective March 1, 1999, TV Guide adopted the TV Guide Savings
Plan. The TV Guide Savings Plan covered all employees of TV Guide
Magazine, including those who were previously participants in, or
eligible to participate in, the News America Savings Plan. On
December 1, 1999, the TV Guide Savings Plan was merged with the
United Video Satellite Group, Inc. 401(k) Plan, with the United
Video Satellite Group, Inc. 401(k) Plan as the survivor. The net
assets of the TV Guide Savings Plan were subsequently transferred
into the United Video Satellite Group, Inc. 401(k) Plan, and the
Plan changed its name to the TV Guide, Inc. 401(k) Plan.
On July 12, 2000, TV Guide became a wholly-owned subsidiary of
Gemstar - TV Guide International, Inc. (formerly Gemstar
International Group Limited) ("Gemstar") pursuant to an Agreement
and Plan of Merger dated as of October 4, 1999, as amended. TV
Guide stockholders, including participants in the Plan, received
0.6573 of a share of Gemstar common stock for each share of TV
Guide common stock outstanding at the time of the merger.
Following the merger, the capital stock of TV Guide ceased to be
publicly traded.
The Plan was amended and restated in September 2001 to incorporate
the provisions of the First Amendment and to incorporate certain
amendments required by the Internal Revenue Service.
One or more subsidiaries of Gemstar-TV Guide International, Inc.
currently maintain the following defined contribution retirement
plans: the Gemstar Employees 401(k) Profit Sharing Plan, the
Nuvomedia Inc. 401(k) Plan, the Softbook Press 401(k) Plan, the
SkyMall Incorporated 401(k) Plan, the VideoGuide 401(k) Plan, and
the Starsight Telecast, Inc. Employees 401(k) Savings Plan (each
such plan is referred to as an "Affiliate Plan"). Each Affiliate
Plan is subject to ERISA. Each Affiliate Plan is scheduled to be
merged with and into the Plan effective as of July 1, 2002, with
the Plan continuing as the surviving plan in the mergers. In
connection with the mergers, the assets and liabilities of each
Affiliate Plan will become the assets and liabilities of the Plan.
Also in connection with the mergers, the name of the Plan will be
changed to the "Gemstar-TV Guide International, Inc. 401(k) Plan."
6
TV GUIDE, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
Immediately following the mergers, sponsorship of the Plan is
scheduled to be transferred from TV Guide, Inc. to Gemstar-TV
Guide International, Inc.
(b) Contributions
Participants can elect to contribute, through payroll deductions,
from 1% to 15% of pre-tax compensation, as defined by the Plan,
subject to annual limitations outlined by the Internal Revenue
Service. Eligible employees may make a rollover contribution to
the Plan of all or any portion of eligible rollover distributions
as defined by the Plan. The Company may make a matching
contribution of an amount equal to a designated percentage rate of
each participant's contribution of pre-tax compensation. The
Company's matching percentage shall be determined by the Company
and announced prior to the beginning of the Plan year. For the
years ended December 31, 2001 and 2000, the Company matched 100%
of the first 4% of each participant's contribution of pre-tax
compensation. For any Plan year, additional matching contributions
can be made at the discretion of the Company.
(c) Participant Accounts
Each participant's account is credited with the participant's
contributions, the Company's matching contributions, and an
allocation of the Plan's earnings. Forfeited balances of
terminated participants' nonvested accounts are used to reduce
future Company matching contributions. The benefit to which a
participant is entitled is the vested balance in the participant's
account.
(d) Vesting
Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting for the Company matching
contributions is at a rate of 20% per year beginning after the
employee's first full year of service with an additional 20% for
each of the next four years, achieving 100% vesting at five years
of credited service. Participants become fully vested in the
Company matching contributions upon retirement or in the event of
death or disability.
Employer matching contributions plus actual earnings or losses
thereon forfeited due to employees leaving the plan prior to fully
vesting are used to offset future employer contributions.
Forfeitures used to offset Company matching obligations were
$266,677 during the plan year ended December 31, 2001.
(e) Investment Options
Upon enrollment in the Plan, a participant may direct employer and
employee contributions in 1% increments to the available
investment options. Participants may change their investment
options and transfer balances between existing investments on a
daily basis. A description of each investment option follows:
Merrill Lynch Equity Index Trust 1 - invests in an attempt to
duplicate the investment results of the S&P 500 Index by holding
all 500 stocks in approximately the same proportions as they are
represented in the S&P Index.
7
TV GUIDE, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
TV Guide Stock Fund - invests primarily in shares of Gemstar - TV
Guide International, Inc. common stock. A participant may not
invest more than 20% of his or her contributions in this fund and
may not transfer assets from other funds resulting in his or her
investment in this fund exceeding 20% of the value of his or her
accounts. A participant may continue to invest his or her
contributions in this fund and no reduction in the participant's
interest in this fund will be required if subsequent changes in
the value of the various funds result in the participant's
investment in this fund exceeding the percentage limit.
Merrill Lynch Retirement Preservation Trust - invests primarily in
a broadly diversified portfolio of Guaranteed Investment Contracts
(GICs, including Bank Investment Contracts, synthetic GICs and
separate accounts) as well as in obligations of U.S. Government
and U.S. Government agency securities. The trust also invests in
high-quality money market securities.
PIMCO High Yield Fund - invests at least 65% of its assets in a
diversified portfolio of lower-rated fixed-income securities. The
remainder of the fund's assets may be invested in investment-grade
fixed-income securities. The fund may also invest in U.S.
dollar-denominated foreign securities.
PIMCO Total Return Fund Class A - invests at least 65% of its
assets in a diversified portfolio of fixed-income securities of
varying maturities. The holdings will be concentrated in areas of
the bond market which fund management believes to be relatively
undervalued.
Dreyfus Premier Balanced Fund Class A - allocates approximately
60% of its assets to common stocks and 40% to bonds, however,
these percentages may vary. The fund seeks to invest in common
stocks which together will provide a higher total return than the
S&P 500 Index. The bond portion of the fund is normally invested
in dollar-denominated fixed-income obligations of domestic and
foreign issuers.
Massachusetts Investors Trust - invests primarily in a
conservative portfolio of equity securities selected for their
high or improving investment quality. The fund may also invest in
foreign securities.
Alliance Technology Fund Class A - normally invests at least 80%
of the fund's assets in securities expected to benefit from
technological advances and improvements. The fund may write and
purchase listed call options and purchase listed and unlisted
securities and may invest up to 10% of its total assets in foreign
securities.
Davis New York Venture Fund Class A - invests primarily in common
stocks and equity securities of companies with market
capitalizations of at least $250 million, although it can invest
in issues of smaller-capitalization companies. The fund may also
invest in foreign securities.
ING Pilgrim International Value Fund Class A - invests primarily
in foreign companies with market capitalizations greater than $1
billion, but it may hold up to 25% of its assets in companies with
smaller market capitalizations. Under normal circumstances, the
fund will
8
TV GUIDE, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
invest at least 65% of its total assets in securities of companies
located in at least three countries other than the U.S.
Pioneer Growth Shares Fund - invests in common stocks, preferred
stocks, bonds and convertible securities. The fund may also invest
in the securities of foreign issuers.
Van Kampen American Value Fund Class B - invests in the equity
securities and interests of small- to medium-size U.S. companies
thought to be relatively undervalued. The fund may also invest in
foreign securities.
Van Kampen American Value Fund - invests in equity securities and
interests of small- to medium-size U. S. companies thought to be
relatively undervalued. The Fund may also invest in foreign
issuers.
The News Corporation Limited Common Stock Fund - invests primarily
in shares of The News Corporation Limited common stock. This fund
is frozen and no new monies may be added.
The News Corporation Limited Preferred Stock Fund - invests
primarily in shares of The News Corporation Limited preferred
stock. This fund is frozen and no new monies may be added.
(f) Payment of Benefits
Upon separation of service due to termination, death, disability
or retirement, participants can elect to leave their account
balance within the Plan until minimum distribution payments are
required by law or elect to receive either a lump sum distribution
of their account or, if their account balance is greater than
$5,000, equal periodic payments over a designated period in
accordance with current tax regulations.
(g) Participant Loans
Under certain circumstances, participants may borrow from their
accounts up to a maximum of $50,000 or 50% of their vested account
balance. Loan terms are not to exceed five years (10 years for the
purchase of a principal residence). The loans are secured by the
balance in the participant's account and bear interest at the
prime rate published in the Wall Street Journal on the last
business day of the month prior to the date the loan is funded
plus 1%. Principal and interest are repaid by the participant in
accordance with the Plan document.
(h) Administrative Expenses
The Company may elect to pay all administrative expenses of the
Plan. Administrative expenses not paid by the Company are paid
from Plan assets. All administrative expenses were paid by the
Company in 2001 and 2000.
9
TV GUIDE, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(2) Summary of Accounting Policies
(a) Basis of Presentation
The accompanying financial statements of the Plan have been prepared
on an accrual basis of accounting.
(b) Investment Valuation
The Plan's investments are stated at fair value, based on quoted
market prices. The participant loans are valued at cost which
approximates fair value. Purchases and sales of securities are
recorded on a trade date basis.
In the Statement of Changes in Net Assets Available for Benefits, the
Plan presents the net appreciation (depreciation) of the fair value of
its instruments. This consists of realized gains or losses and
unrealized appreciation (depreciation) of those investments.
(c) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
(d) Payment of Benefits
Benefits are recorded when paid.
(e) Concentration of Credit Risk
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist of cash, participant loans,
corporate bonds, commercial paper, government bonds and fixed income
securities. Such credit risk is considered by management to be limited
due to the diversity of investments and the financial stability of the
institutions involved. Generally, the Plan does not require collateral
with respect to its investments.
(f) New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS No. 133"). SFAS No. 133 requires that an entity recognize all
derivatives and measure those instruments at fair value.
SFAS No. 133 is effective for fiscal years beginning after June 15,
2000. Pursuant to SFAS No. 137, the Plan adopted SFAS No. 133
effective January 1, 2001. The impact of adoption of SFAS No. 133 on
the Plan financial statements was not material.
10
TV GUIDE, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(3) Investments
The following table presents the fair values of individual investments at
December 31, 2001 and 2000:
2001 2000
--------------- ---------------
Merrill Lynch Equity Index Trust 1; 143,780 shares at $80.60
per share and 154,382 shares at $91.77 per share at
December 31, 2001 and 2000, respectively $ 11,588,649 $ 14,167,650
Gemstar - TV Guide International, Inc. Common Stock; 74,512
shares at $27.70 per share and 61,634 shares at $46.13 per
share at December 31, 2001 and 2000, respectively 2,063,979 2,842,852
The News Corporation Limited Common Stock; 2,531 shares at
$26.46 per share and 3,512 shares at $29.06 per share
at December 31, 2001 and 2000, respectively 66,969 102,076
The News Corporation Limited Preferred Stock; 3,696 shares
at $31.81 per share and 4,530 shares at $32.25 per share
at December 31, 2001 and 2000, respectively 117,565 146,083
Alliance Technology Fund Class A; 47,226 shares at $67.22
per share and 40,033 shares at $90.82 per share at
December 31, 2001 and 2000, respectively 3,174,504 3,635,777
Massachusetts Investors Trust; 200,630 shares at $16.58 per share
and 258,814 shares at $20.02 per share at December 31, 2001
and 2000, respectively 3,326,449 5,181,451
Merrill Lynch Retirement Preservation Trust; 15,054,122 shares at
$1.00 per share and 12,313,794 shares at $1.00 per share at
December 31, 2001 and 2000, respectively 15,054,122 12,313,794
ING Pilgrim International Value Fund Class A; 249,072 shares
at $12.86 per share and 226,810 shares at $15.25 per share at
December 31, 2001 and 2000, respectively 3,203,069 3,458,845
Van Kampen American Value Fund Class B; 3 shares at $18.13
per share and 3 shares at $18.79 per share at
December 31, 2001 and 2000, respectively 46 47
Van Kampen American Value Fund; 69,826 shares at $18.83
per share and 54,470 shares at $19.37 per share at
December 31, 2001 and 2000, respectively 1,314,819 1,055,079
Pioneer Growth Shares Fund; 331,399 shares at $13.90 per share
and 312,172 shares at $17.21 per share at December 31, 2001
and 2000, respectively 4,606,452 5,372,491
Dreyfus Premier Balanced Fund Class A; 451,928 shares at $13.00
per share and 435,145 shares at $14.59 per share at
December 31, 2001 and 2000, respectively 5,875,065 6,348,760
PIMCO High Yield Fund; 51,673 shares at $9.36 per share and
26,236 shares at $9.71 per share at December 31, 2001
and 2000, respectively 483,658 254,753
11
TV GUIDE, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
2001 2000
------------- -------------
PIMCO Total Return Fund Class A; 343,541 shares at $10.46 per
share and 264,578 shares at $10.39 per share at December 31,
2001 and 2000, respectively 3,593,437 2,748,962
Davis New York Venture Fund Class A; 423,940 shares at $25.43
per share and 413,633 shares at $28.74 per share at
December 31, 2001 and 2000, respectively 10,780,798 11,887,826
Participant loans 1,874,250 1,778,327
------------- -------------
$ 67,123,831 $ 71,294,773
============= =============
The following schedule presents the net appreciation (depreciation) in
fair value for each significant class of investment for the years ended
December 31, 2001 and 2000:
2001 2000
----------- -----------
Common/collective trust funds $(1,646,435) $(1,463,399)
Mutual funds (5,478,474) (3,649,086)
Common stock (1,068,135) (1,049,076)
Preferred stock 1,840 (219,231)
----------- -----------
$(8,191,204) $(6,380,792)
=========== ===========
(4) Related Party Transactions
Certain plan investments are common/collective trust funds maintained by
Merrill Lynch affiliate, Merrill Lynch Bank USA. Merrill Lynch Retirement
Services Group performs recordkeeping responsibilities for the Plan and
Merrill Lynch Trust Company is the Plan trustee.
(5) Tax Status
The Plan obtained its latest determination letter on September 21, 2001,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter to comply with changes in the law. The Plan will
apply for a new determination letter in 2002. The Plan administrator
believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, the Plan was qualified and the related trust was tax-exempt as
of the financial statement date.
In January 2002, the Plan Administrator received notice of the Internal
Revenue Service's intent to audit the Plan for the plan year ending
December 31, 1999. No significant actions have occurred on issues related
to the audit. As such, the Plan Administrator is unable to determine the
ultimate outcome of the audit, but believes the Plan is designed and
operated in compliance with the applicable requirements of the Internal
Revenue Code.
12
TV GUIDE, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(6) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become fully vested in their
accounts.
13
SUPPLEMENTAL SCHEDULE
Schedule 1
TV GUIDE, INC. 401(k) PLAN
Schedule H, Line 4i - Schedule of Assets (Held At End of Year)
December 31, 2001
Column (a) Column (b) Column (c) Column (d) Column (e)
---------- ---------- ---------- ---------- ----------
Description of Investment
Party-in- Including Maturity Date,
Interest Identity of Issue, Borrower, Rate of Interest, Current
Identification Lessor, or Similar Party Par or Maturity Value Cost Value
- ---------------- ------------------------------------ --------------------------- ------------ -------------
* Merrill Lynch:
Equity Index Trust 1 Common/collective trust $ 13,618,879 $ 11,588,649
Retirement Preservation Trust Common/collective trust 15,054,134 15,054,122
PIMCO:
High Yield Fund Mutual fund 503,686 483,658
Total Return Fund Class A Mutual fund 3,510,526 3,593,437
ING Pilgrim International Value
Fund Class A Mutual fund 3,771,765 3,203,069
Van Kampen American Value Fund
Class B Mutual fund 63 46
Van Kampen American Value Fund Mutual fund 1,467,119 1,314,819
Pioneer Growth Shares Fund Mutual fund 6,221,213 4,606,452
Dreyfus Premier Balanced Fund
Class A Mutual fund 6,889,306 5,875,065
Alliance Technology Fund Class A Mutual fund 5,140,416 3,174,504
Massachusetts Investors Trust Mutual fund 4,028,599 3,326,449
Davis New York Venture Fund
Class A Mutual fund 11,710,664 10,780,798
* Gemstar-TV Guide International,
Inc. Common Stock Common stock
3,377,012 2,063,979
* The News Corporation Limited
Common Stock Common stock 51,303 66,969
14
Column (a) Column (b) Column (c) Column (d) Column (e)
- ---------- ---------- ---------- ---------- ----------
Description of Investment
Party-in- Including Maturity Date
Interest Identity of Issue, Borrower Rate of Interest, Current
Identification Lesser, or Similar Party Par or Maturity Value Cost Value
- -------------- ------------------------ --------------------- ---- -----
* The News Corporation Limited
Preferred Stock Preferred stock 84,807 117,565
* Participant Loans (6% - 10.5%) - 1,874,250
------------- ------------
$ 75,429,492 $ 67,123,831
============= ============
* Party-in-Interest
See accompanying auditors' report and notes to the financial statements.
15
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TV GUIDE, INC.
401 (k) Plan
DATE: June 28, 2002 By: /s/ Charles Butler Ammann
---------------------------------
Charles Butler Ammann
Member, TV Guide, Inc.
401 (k) Plan
Administrative Committee
16
EXHIBIT INDEX
Exhibit
Number Description
23 Consent of KPMG LLP