|
|
|
|
Document Preview Form 11-K |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Form 11-K |
|||
|
Entities: |
||||
|
Date: |
2002 |
|||
|
Size: |
43KB total |
|||
|
Price: |
$40 |
|||
|
ID: |
#755985 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
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
{PAGE}
TV GUIDE, INC. 401(k) PLAN
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
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
{/TABLE}
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
{PAGE}
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
{PAGE}
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
{PAGE}
TV GUIDE, INC. 401 (k) PLAN
Statements of Changes in Net Assets
Available for Benefits
Years Ended December 31, 2001 and 2000
{TABLE}
{CAPTION}
2001 2000
--------------- --------------
{S} {C} {C}
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
============== ==============
{/TABLE}
See accompanying notes to financial statements.
5
{PAGE}
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
{PAGE}
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.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us