1
Exhibit 99.39
[CONFORMED COPY]
FOURTH AMENDED AND RESTATED JOINT FILING AGREEMENT
FOURTH AMENDED AND RESTATED JOINT FILING AGREEMENT, dated as
of February 23, 1998, by and among Tele-Communications, Inc., a Delaware
corporation, Xxxxx Xxxxxx, Universal Studios, Inc., a Delaware corporation, The
Seagram Company Ltd., a Canada corporation, BDTV INC., a Delaware corporation,
BDTV II INC., a Delaware corporation, BDTV III INC., a Delaware corporation, and
BDTV IV INC., a Delaware corporation.
WHEREAS, each of the parties hereto beneficially owns shares
of common stock or options to purchase shares of common stock, or shares of
Class B Common Stock or securities convertible into or exchangeable for common
stock or Class B Common Stock (collectively, the "Company Securities") of USA
Networks, Inc. (formerly HSN, Inc.), a Delaware corporation;
WHEREAS, the parties hereto constitute a "group" with respect
to the beneficial ownership of the Company Securities for purposes of Rule 13d-1
and Schedule 13D promulgated by the Securities and Exchange Commission; and
WHEREAS, Tele-Communications, Inc., Xxxxx Xxxxxx, BDTV INC.,
BDTV II INC. and BDTV III INC. have previously entered into the Third Amended
and Restated Joint Filing Agreement, dated as of July 17, 1997, pursuant to
which the parties thereto agreed to prepare a single statement containing the
information required by Schedule 13D with respect to their respective interests
in the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto shall prepare a single statement
containing the information required by Schedule 13D with respect to their
respective interests in the Company Securities (the "Reporting Group Schedule
13D"), and the Reporting Group Schedule 13D shall be filed on behalf of each of
them.
2. Each party hereto shall be responsible for the timely
filing of the Reporting Group Schedule 13D and any necessary amendments thereto,
and for the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning any other party contained therein, except
to the extent that he or it knows or has reason to believe that such information
is inaccurate.
3. This Agreement shall continue unless terminated by any
party hereto.
4. Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx and Xxxxx Xxxxxxx shall
be designated as the persons authorized to receive notices and communications
with respect to the Reporting Group Schedule 13D and any amendments thereto.
2
5. This Agreement may be executed in counterparts, each of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
and General Counsel
/s/ Xxxxx Xxxxxx
-----------------------------
Xxxxx Xxxxxx
UNIVERSAL STUDIOS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
THE SEAGRAM COMPANY LTD.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
BDTV INC.
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: President
-2-
3
BDTV II INC.
By: /s/ Xxxxx Xxxxxx
---------------------
Name: Xxxxx Xxxxxx
Title: President
BDTV III INC.
By: /s/ Xxxxx Xxxxxx
---------------------
Name: Xxxxx Xxxxxx
Title: President
BDTV IV INC.
By: /s/ Xxxxx Xxxxxx
---------------------
Name: Xxxxx Xxxxxx
Title: President
-3-
